Overview
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- TickerCTM on NYSE1
- IndustryServices-Management Consulting Services1
- HeadquartersVienna, Virginia1
- Incorporated inNV2
- Business address1934 Old Gallows Road, Suite 350, Vienna, Va 221822
- Filer category, Emerging growth company2
- Legal formCorporation
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Castellum is focused on building a large, successful technology services, solutions, and products company in the areas of cybersecurity, IT, electronic warfare, information warfare, system modernization, and information operations with businesses in the defense, federal, civilian, and commercial markets. Services include intelligence analysis, software development, software engineering, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”). These services are applicable to customers in the United States (“U.S.”) government (“USG”), financial services, legal, and other users of large data applications. They can be delivered to on-premises enclaves or customers who rely upon cloud-based infrastructures. The Company routinely works with multiple business brokers and contacts w…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue63¢$33.5M
- Other costs36¢$19.2M
- Income tax0¢$208.0K
Out of $52.9M in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Revenue | $13.3M6 | $25.1M7 | $42.2M8 | $45.2M5 | $44.8M5 | $52.9M5 | |
| Cost of revenue | $7.2M6 | $14.0M7 | $24.6M8 | $26.6M5 | $26.5M5 | $33.5M5 | |
| Gross profit | $6.2M6 | $11.1M7 | $17.6M8 | $18.7M5 | $18.3M5 | $19.4M5 | |
| Operating expenses | $18.8M7 | $27.6M8 | $35.3M5 | $25.5M5 | $22.2M5 | ||
| Operating income | -$1.5M6 | -$7.7M7 | -$10.0M8 | -$16.7M5 | -$7.2M5 | -$2.8M5 | |
| Interest | $1.6M6 | $1.5M7 | $1.4M5 | $209.6K5 | $05 | ||
| Income before tax | -$10.2M7 | -$14.1M8 | -$19.1M5 | -$9.9M5 | -$2.2M5 | ||
| Income tax | -$1.1M6 | -$2.7M7 | $819.6K8 | -$1.3M5 | $68.0K5 | $208.0K5 | |
| Net income | -$2.7M6 | -$7.5M7 | -$14.9M8 | -$17.8M5 | -$10.0M5 | -$2.4M5 | |
| Earnings per share | -$0.176 | -$0.417 | -$0.558 | -$0.385 | -$0.185 | -$0.035 | |
| Earnings per share (diluted) | -$0.176 | -$0.417 | -$0.558 | -$0.385 | -$0.185 | -$0.035 | |
| Shares (weighted, basic) | 18.3M shares7 | 27.5M shares8 | 47.2M shares5 | 55.3M shares5 | 93.0M shares5 | ||
| Shares (weighted, diluted) | 18.3M shares7 | 27.5M shares8 | 47.2M shares5 | 55.3M shares5 | 93.0M shares5 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash | $1.3M6 | $2.4M7 | $2.0M8 | $4.6M5 | $1.8M5 | $12.3M5 | $14.9M5 |
| Receivables | $5.4M6 | $5.2M7 | $6.9M8 | $5.5M5 | $8.2M5 | ||
| Current assets | $8.2M6 | $10.7M7 | $9.5M8 | $18.9M5 | $24.6M5 | ||
| Property, plant and equipment | $145.8K6 | $173.3K7 | $310.2K8 | $156.1K5 | $231.1K5 | ||
| Goodwill | $14.1M7 | $15.5M8 | $10.7M5 | $10.7M5 | $10.7M5 | ||
| Intangible assets | $7.6M6 | $6.6M7 | $9.0M8 | $6.8M5 | $5.4M5 | ||
| Total assets | $30.8M6 | $33.0M7 | $30.1M8 | $37.8M5 | $41.9M5 | ||
| Current liabilities | $5.1M6 | $7.8M7 | $8.0M8 | $9.8M5 | $5.6M5 | ||
| Long-term debt | $8.4M6 | $8.4M7 | $8.1M8 | $8.0M8 | |||
| Long-term liabilities | $10.3M6 | $7.8M7 | $9.2M8 | $7.8M5 | $550.2K5 | ||
| Total liabilities | $15.4M6 | $15.5M7 | $17.2M8 | $17.7M5 | $6.2M5 | ||
| Retained earnings | -$11.1M6 | -$26.1M7 | -$44.0M8 | -$54.1M5 | -$56.6M5 | ||
| Shareholders’ equity | $3.8M6 | $2.6M7 | $15.3M8 | $17.5M5 | $12.9M5 | $20.2M5 | $35.8M5 |
| Shares outstanding | 20.0M shares6 | 41.7M shares7 | 47.7M shares8 | 77.1M shares5 | 94.6M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|
| Cash from operations | $1.0M6 | -$1.4M7 | $990.2K8 | -$2.3M5 | $1.1M5 | -$1.9M5 | |
| Depreciation and amortization | $1.9M7 | $2.0M8 | $2.5M5 | $2.2M5 | $1.5M5 | ||
| Stock-based compensation | $6.9M7 | $8.8M8 | $7.5M5 | $5.4M5 | $2.5M5 | ||
| Capital spending | $2.6K6 | $10.2K7 | $89.3K8 | $18.3K5 | $3.3K5 | $151.7K5 | |
| Free cash flow | $1.0M | -$1.4M | $900.9K | -$2.3M | $1.1M | -$2.1M | |
| Cash from investing | $808.8K7 | -$339.3K8 | -$441.0K5 | $221.4K5 | -$159.8K5 | ||
| Cash from financing | $146.8K7 | $2.0M8 | -$104.6K5 | $9.1M5 | $4.7M5 |
Corporate structure
Castellum, Inc. sits at the top of its group. 5 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Castellum, Inc.
- Crom Cortana Fund LLC Filed SC 13G on Castellum, Inc., latest Feb 23, 2023
- Jay O. Wright Filed SC 13D on Castellum, Inc., latest Oct 24, 2022
- Mark C. Fuller Filed SC 13D on Castellum, Inc., latest Oct 24, 2022
- Castellum, Inc. Vienna, Virginia
- Castellum Advanced Technology Products, Inc. Subsidiary · Nevada, United States
- Corvus Consulting, LLC (“Corvus”) Subsidiary · Virginia, United States
- Global Technology and Management Resources, Inc. (“GTMR”) Subsidiary · Maryland, United States
- Specialty Systems, Inc. (“SSI”) Subsidiary · New Jersey, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Castellum, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $649.3K5 Dec 31, 2025 | $541.4K5 Dec 31, 2024 | +19.9% |
| Accumulated depreciation | $418.1K5 Dec 31, 2025 | $385.3K5 Dec 31, 2024 | +8.5% |
| Property and equipment, net | $231.1K5 Dec 31, 2025 | $156.1K5 Dec 31, 2024 | +48.1% |
| Operating-lease assets (leased space) | $800.1K5 Dec 31, 2025 | $1.1M5 Dec 31, 2024 | −25.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Stakes in other companies (equity method) | $100.2K5 Dec 31, 2025 | $52.1K5 Dec 31, 2024 | +92.4% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $10.7M5 Dec 31, 2025 | $10.7M5 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $5.4M5 Dec 31, 2025 | $6.8M5 Dec 31, 2024 | −20.9% |
| Finite-lived intangibles, gross | $16.8M5 Dec 31, 2025 | $16.8M5 Dec 31, 2024 | 0% |
| Accumulated amortization | $11.4M5 Dec 31, 2025 | $10.0M5 Dec 31, 2024 | +14.2% |
| Finite-lived intangibles, net | $5.4M5 Dec 31, 2025 | $6.8M5 Dec 31, 2024 | −20.9% |
Properties, in its own words
Our principal executive offices are located at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182 in a shared office space leased from Intelligent Office. As of December 31, 2025, our subsidiaries lease property at the following locations:
● · Augusta, Georgia
The rest of Item 2
● · Toms River, New Jersey
● · Hollywood, Maryland
We believe our existing facilities are generally adequate to meet our current requirements; however, due to recent hires our location in Hollywood, Maryland currently has limited remaining space and we are therefore evaluating options for expansion. We do not own any real property.
Item 2 of the 10-K filed Mar 9, 2026.4
Leadership
Who has led Castellum, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chair
Chief financial officer
Chief operating officer
- Chief executive officerMark C. Fuller Oct 12, 2022 to Jun 14, 202311
- ChairMark C. Fuller Oct 12, 2022 to Oct 12, 202211
- PresidentGlen R. Ives Jul 3, 2024 to now12
- PresidentMark C. Fuller Mar 24, 2023 to Jun 14, 202313
- Chief financial officerDavid T. Bell Oct 12, 2022 to now14
- Chief operating officerAndrew Merriman Sep 4, 2024 to now15
- Chief operating officerGlen R. Ives Oct 12, 2022 to Apr 3, 202316
Board members and other officers (12)
- OfficerDavid T. Bell Apr 3, 2023 to Apr 3, 202317
- OfficerJay O. Wright Oct 12, 2022 to Apr 3, 202318
- Chief Revenue OfficerLaurie M. Buckhout Oct 12, 2022 to Aug 24, 202319
- Board memberBernard S. Champoux Oct 12, 2022 to now20
- Board memberCharles Thomas McMillen Oct 12, 2022 to now21
- Board memberEmil Kaunitz Oct 12, 2022 to Dec 21, 202222
- Board memberJay O. Wright Oct 12, 2022 to now18
- Board memberLaurie M. Buckhout Oct 12, 2022 to Aug 24, 202319
- Board memberMark S. Alarie Oct 12, 2022 to now23
- Board memberMark C. Fuller Oct 20, 2022 to now24
- General counselTammy L. Martin Jan 2, 2026 to now25
- General counselJay O. Wright Jun 24, 2024 to now26
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Castellum Advanced Technology Products, Inc. Nevada3
- Corvus Consulting, LLC (“Corvus”) Virginia3
- Global Technology and Management Resources, Inc. (“GTMR”) Maryland3
- Specialty Systems, Inc. (“SSI”) New Jersey3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Oct 13, 20268-K Other events27
- Sep 9, 20268-K Other events28
- Aug 31, 20268-K Other events29
- Aug 7, 20268-K Results of operations30
- Jul 31, 20268-K Other events31
- Jul 2, 20268-K Entered a material agreement; Executive or director change32
- Jun 24, 20268-K Other events33
- Jun 15, 20268-K Other events34
- May 20, 20268-K Shareholder vote35
- May 18, 20268-K Regulation FD disclosure36
- May 13, 20268-K Results of operations; Regulation FD disclosure37
- Apr 23, 20268-K Other events38
- Oct 12, 2022New chief executive Mark C. Fuller becomes CEO11
Calendar
Coming up
- Nov 6, 2026Reports results for the quarter ending Sep/202639
When it reported results
- Aug 7, 2026Reported quarterly or annual results30
- May 13, 2026Reported quarterly or annual results37
- Mar 5, 2026Reported quarterly or annual results40
- Nov 7, 2025Reported quarterly or annual results41
- Aug 8, 2025Reported quarterly or annual results42
- May 9, 2025Reported quarterly or annual results43
- Feb 28, 2025Reported quarterly or annual results44
- Nov 4, 2024Reported quarterly or annual results45
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
309 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 99 major events, 125 insider forms, 3 large holders, 1 private raises, 65 other. The latest 20:
- Oct 13, 20268-K EDGAR
- Oct 1, 20264 EDGAR
- Oct 1, 20264 EDGAR
- Oct 1, 20264 EDGAR
- Oct 1, 20264 EDGAR
- Sep 9, 20264 EDGAR
- Sep 9, 20268-K EDGAR
- Aug 31, 20268-K EDGAR
- Aug 7, 20268-K EDGAR
- Aug 6, 202610-Q EDGAR
- Jul 31, 20268-K EDGAR
- Jul 2, 20264 EDGAR
- Jul 2, 20264 EDGAR
- Jul 2, 20264 EDGAR
- Jul 2, 20264 EDGAR
- Jul 2, 20268-K EDGAR
- Jun 24, 20268-K EDGAR
- Jun 15, 20268-K EDGAR
- Jun 1, 2026S-8 EDGAR
- May 20, 20268-K EDGAR
The 309 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
99 open-market trades by officers, directors and large owners since October 2021: 53 buys and 46 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 9, 2026 | Merriman AndrewChief Operating Officer | Buy | 50,000 | $0.62 | $31.0K | Form 4 |
| Jul 1, 2026 | Merriman AndrewChief Operating Officer | Buy | 1,202 | $0.61 | $733 | Form 4 |
| Jul 1, 2026 | Bell David TChief Financial Officer | Buy | 1,202 | $0.61 | $733 | Form 4 |
| Jul 1, 2026 | MARTIN TAMMY LGeneral Counsel and Secretary | Buy | 1,202 | $0.61 | $733 | Form 4 |
| Jul 1, 2026 | Ives Glen RPresident | Buy | 1,262 | $0.61 | $770 | Form 4 |
| Mar 27, 2026 | Merriman AndrewChief Operating Officer | Buy | 2,000 | $0.64 | $1.3K | Form 4 |
| Mar 27, 2026 | Ives Glen RPresident | Buy | 2,000 | $0.62 | $1.2K | Form 4 |
| Mar 26, 2026 | Ives Glen RPresident | Buy | 10,000 | $0.66 | $6.6K | Form 4 |
| Mar 25, 2026 | McMillen Charles ThomasDirector | Sale | 30,000 | $0.70 | $21.0K | Form 4 |
| Mar 18, 2026 | McMillen Charles ThomasDirector | Sale | 55,000 | $0.80 | $44.0K | Form 4 |
| Mar 18, 2026 | Merriman AndrewChief Operating Officer | Buy | 3,000 | $0.80 | $2.4K | Form 4 |
| Dec 19, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 30,000 | $1.05 | $31.5K | Form 4 |
| Dec 16, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 12,000 | $1.07 | $12.8K | Form 4 |
| Dec 15, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 6,000 | $1.10 | $6.6K | Form 4 |
| Dec 12, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 11,000 | $1.16 | $12.8K | Form 4 |
| Dec 11, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 50,000 | $1.16 | $58.0K | Form 4 |
| Dec 10, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 127,000 | $1.21 | $153.7K | Form 4 |
| Dec 1, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 35,000 | $1.05 | $36.8K | Form 4 |
| Nov 28, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 18,000 | $1.06 | $19.1K | Form 4 |
| Nov 17, 2025 | WRIGHT JAY OGeneral Counsel, Secretary | Sale | 10,000 | $1.16 | $11.6K | Form 4 |
All 99 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Crom Cortana Fund LLCSC 13G, 1 filing Feb 23, 202346
- Jay O. WrightSC 13D, 1 filing Oct 24, 202247
- Mark C. FullerSC 13D, 1 filing Oct 24, 202248
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Glen R. IvesCEO | 70 | $304.5K | $1.4M49 |
| 2025 | Andrew MerrimanCOO | $275.0K | $970.5K49 | |
| 2025 | David T. BellCFO | $289.2K | $632.6K49 | |
| 2024 | David T. BellCFO | $287.5K | $2.7M49 | |
| 2024 | Glen R. IvesCEO | 70 | $287.5K | $1.8M49 |
| 2024 | Andrew MerrimanCOO | $239.8K | $426.8K49 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Jul 19, 2021Raised $520,000 in a private offering of equity Form D: $10 million offered in all Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 35. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Vanguard Capital Management LLC | 3,093,768 | $2.2M | 0.0% | +12,511 |
| Meridian Wealth Management, LLC | 863,200 | $621.4K | 0.0% | +77,400 |
| Geode Capital Management, LLC | 816,037 | $587.6K | 0.0% | −128,862 |
| Captrust Financial Advisors | 626,100 | $450.7K | 0.0% | No change |
| Vanguard Fiduciary Trust Co | 492,717 | $354.8K | 0.0% | +74,393 |
| State Street Corp | 303,900 | $218.8K | 0.0% | No change |
| BlackRock, Inc. | 265,486 | $191.1K | 0.0% | No change |
| Savvy Advisors, Inc. | 220,300 | $158.6K | 0.0% | −1,500 |
| UBS Group AG | 208,958 | $150.4K | 0.0% | +55,429 |
| Northern Trust Corp | 171,420 | $123.4K | 0.0% | −10,482 |
| Jane Street Group, LLC | 129,071 | $92.9K | 0.0% | −107,703 |
| Bridgeway Capital Management, LLC | 94,794 | $68.2K | 0.0% | No change |
| HUB Investment Partners, LLC | 57,414 | $41.3K | 0.0% | New |
| Creative Planning | 50,000 | $36.0K | 0.0% | +29,680 |
| Almanack Investment Partners, LLC. | 50,000 | $36.0K | 0.0% | No change |
| Two Sigma Securities, LLC | 40,530 | $29.2K | 0.0% | +25,308 |
| Arq Wealth Advisors, LLC | 35,000 | $22.8K | 0.0% | New |
| Pathstone Holdings, LLC | 31,179 | $22.4K | 0.0% | No change |
| Vanguard Global Advisers, LLC | 27,344 | $19.7K | 0.0% | No change |
| Kestra Private Wealth Services, LLC | 27,250 | $19.6K | 0.0% | No change |
| Capital Advisors Inc/ok | 22,000 | $15.8K | 0.0% | No change |
| XTX Topco Ltd | 21,910 | $15.8K | 0.0% | New |
| ACT Advisors, LLC. | 21,074 | $15.2K | 0.0% | New |
| PKS Advisory Services, LLC | 18,931 | $13.6K | 0.0% | New |
| Blue Trust, Inc. | 14,724 | $10.6K | 0.0% | No change |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Castellum, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCastellum, Inc.1
- CIK0001877939
- Employer ID (EIN)27-40799824
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)8742 Services-Management Consulting Services1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address1934 Old Gallows Road, Suite 350, Vienna, VA 221821
- Phone(703) 752-61571
- Shares outstanding94,781,286 as of Aug 5, 202610
- Public float$97.9M as of Jun 30, 20254
- AuditorRSM US LLP, McLean, Virginia PCAOB ID 49; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceOct 19, 20211
- Filings309 in all: 4 (100), 8-K (98), 3 (13), 10-Q (12), 4/A (10), CORRESP (10), 424B5 (8), 144 (7)1
All 33 form types
UPLOAD (6), 10-K (4), DEF 14A (4), DEFA14A (4), EFFECT (4), S-1/A (4), S-3 (3), S-8 (3), 424B4 (2), SC 13D (2), 3/A (1), 424B2 (1), 5 (1), 8-A12B (1), 8-K/A (1), CERT (1), D (1), DEF 14C (1), DRS (1), DRS/A (1), DRSLTR (1), PRE 14C (1), S-1 (1), S-3/A (1), SC 13G (1)
- Latest filingsAnnual report (10-K) Mar 9, 2026
Quarterly report (10-Q) Aug 6, 2026
Proxy statement (DEF 14A) Apr 7, 2026
Latest 8-K (8-K) Oct 13, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | CTM | NYSE American LLC |
From the cover page of the 10-K filed Mar 9, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Castellum, Inc. names in Item 1A of its 10-K filed Mar 9, 2026: 39 risks under these headings, as written.4
- Risks Related to our Business, Industry and Operations
- We lack a long-term operating history on which to evaluate our consolidated business and determine if we will be able to execute our business plan, and we can give no assurance that our operations will result in sustained profitability.
- We have historically suffered net losses, and we may not be able to sustain profitability.
- We rely upon a few, select key employees who are instrumental to our ability to conduct and grow our business. In the event any of those key employees would no longer be affiliated with the Company, and we did not replace them with equally capable replacements, it may have a material detrimental impact on our ability to successfully operate our business.
- We may have difficulty raising additional capital, which could deprive us of necessary resources.
- You may experience dilution, subordination of stockholder rights, preferences, and privileges, and decrease in market price of our common stock as a result of our financing efforts.
- Failure to effectively manage any future growth could place strains on our managerial, operational, and financial resources and could adversely affect our business and operating results.
- We generate substantially all of our revenue from contracts with the U.S. federal, state, and local governments which are subject to a number of challenges and risks that may adversely impact our business, prospects, financial condition, and operating results.
- We operate in an industry that is highly regulated and unexpected changes in laws could have a significant adverse impact on our business.
- USG contracts contain numerous provisions that are unfavorable to us.
- If we are unable to maintain successful relationships with our teaming partners, our ability to market, sell, and distribute our services will be limited, and our business, financial position, and results of operations will be harmed.
- We are exposed to the credit risk of some of our teaming partners, which could result in material losses.
The other 28 risks
- Our business could be adversely affected by significant delays or reductions in appropriations for our programs or USG funding more broadly, including a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the imposition by the USG of sequestration in the absence of an approved budget or CR.
- If we fail to establish and maintain important relationships with government entities and agencies, our ability to successfully bid for new business may be adversely affected.
- We derive significant revenue from contracts and task orders awarded through a competitive bidding process. If we are unable to consistently win new awards over any extended period, our business and prospects will be adversely affected.
- Our business may suffer if we or our employees are unable to obtain the security clearances or other qualifications needed to perform services for our customers.
- If our prime contractors fail to maintain their relationships with the applicable governmental agency and fulfill their contractual obligations, our performance as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated.
- The USG’s appropriation process and other factors may delay the collection of our receivables, and our business may be adversely affected if we cannot collect our receivables in a timely manner.
- The USG may change its procurement or other practices in a manner adverse to us.
- Our contracts and administrative processes and systems are subject to audits and cost adjustments by the USG, which could reduce our revenue, disrupt our business, or otherwise adversely affect our operating results.
- We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenue in future periods below the levels anticipated.
- Without additional Congressional appropriations, some of the contracts included in our backlog will remain unfunded, which could materially and adversely affect our future operating results.
- Employee misconduct, including security breaches, could result in the loss of customers and our suspension or debarment from contracting with the USG.
- We face intense competition and could fail to gain market share from our competitors, which could adversely affect our business, financial condition, and results of operations.
- Systems failures may disrupt our business and have an adverse effect on our operating results.
- Our failure to adequately protect our confidential information and proprietary rights may harm our competitive position.
- Our annual revenue and operating results could be volatile due to the unpredictability of the USG’s budgeting process and policy priorities.
- We may lose money or generate less than anticipated profits if we do not accurately estimate the cost of an engagement which is conducted on a fixed-price basis.
- Our earnings and margins may vary based on the mix of our contracts and programs.
- Risks Related to our Acquisitions
- We may have difficulty integrating the operations of any companies we acquire, which could cause actual results to differ materially and adversely from what we anticipated.
- We have substantial investments in recorded goodwill as a result of prior acquisitions and a change in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income.
- Risks Related to our Common Stock and Preferred Stock
- Future sales or potential sales of our common stock in the public market could cause our share price to decline.
- Because we will not pay dividends on our common stock in the foreseeable future, holders of common stock will only benefit from owning common stock if it appreciates.
- Low Trading Price of Common Stock on the NYSE American
- Our failure to meet the continued listing requirements of the NYSE American could result in a delisting of our common stock and subject us to the penny stock rules.
- We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.
- Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our financial condition and profitability and we may take tax positions that the Internal Revenue Service or other tax authorities may contest.
- Anti-takeover provisions in our charter documents and Nevada law could discourage, delay, or prevent a change in control of our Company and may affect the trading price of our common stock.
- Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.
- If we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.
Legal proceedings
As a commercial enterprise and employer, the Company and our subsidiaries are subject to threatened litigation and other legal actions in the ordinary course of business, including employee-related matters, inquiries, and administrative proceedings regarding our employment practices or other matters. Neither our Company nor any of our subsidiaries is a party to any legal proceeding that, individually or in the aggregate, we believe to be uncovered by insurance or otherwise material to our Company as a whole.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARCastellum, Inc. filings on SEC EDGAR
- 2SEC EDGARCastellum, Inc. filings on SEC EDGAR
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- 4
- 5SEC EDGARCastellum, Inc. 10-K for fiscal 2025
- 6SEC EDGARCastellum, Inc. 10-K for fiscal 2020
- 7SEC EDGARCastellum, Inc. 10-K for fiscal 2021
- 8SEC EDGARCastellum, Inc. 10-K for fiscal 2022
- 9SEC EDGARCastellum, Inc. 10-Q for fiscal 2026
- 10SEC EDGARCastellum, Inc. 10-Q for fiscal 2026
- 11
- 12SEC EDGARGlen R. Ives, President
- 13SEC EDGARMark C. Fuller, President
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- 15
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- 17SEC EDGARDavid T. Bell, Officer
- 18SEC EDGARJay O. Wright, Officer
- 19
- 20SEC EDGARBernard S. Champoux, Board member
- 21
- 22SEC EDGAREmil Kaunitz, Board member
- 23SEC EDGARMark S. Alarie, Board member
- 24SEC EDGARMark C. Fuller, Board member
- 25SEC EDGARTammy L. Martin, General counsel
- 26SEC EDGARJay O. Wright, General counsel
- 27SEC EDGAROther events
- 28SEC EDGAROther events
- 29SEC EDGAROther events
- 30SEC EDGARResults of operations
- 31SEC EDGAROther events
- 32
- 33SEC EDGAROther events
- 34SEC EDGAROther events
- 35SEC EDGARShareholder vote
- 36SEC EDGARRegulation FD disclosure
- 37
- 38SEC EDGAROther events
- 39NasdaqNasdaq calendar
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- 42
- 43
- 44
- 45
- 46
- 47
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- 49