CTM 10-K & 10-Q changes, risk factors and insider trading
Castellum, Inc. · NYSE · Services-Management Consulting Services · CIK 1877939 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Certain key members of our management team lack significant public company experience in their positions and our executive management team has limited time working together.”
Removed heading “Our self-insurance program may expose us to significant and unexpected costs and losses.”
Removed heading “Risks Related to our Indebtedness”
Removed heading “Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.”
Removed heading “Our management collectively owns a substantial amount of our common stock.”
Largest changes
“•international trade compliance laws, regulations, and executive orders that prohibit business with certain sanctioned entities and require authorization for certain exports or imports in order to protect national security and global stability, including The International Traffic in Arms Regulations that controls the manufacture, sale, and distribution of defense and space-related articles and services as defined in the United States Munitions List;”see in full comparison
“Certain key members of our management team lack significant public company experience in their positions and our executive management team has limited time working together.”see in full comparison
“Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.”see in full comparison
“Our self-insurance program may expose us to significant and unexpected costs and losses.”see in full comparison
“Our management collectively owns a substantial amount of our common stock.”see in full comparison
“We have substantial indebtedness. We have $10,399,944 of debt as of December 31, 2024, the majority of which originally matured in calendar year 2024 and the terms of which have been amended to extend the maturity date to calendar year 2026. See “Notes Payable under Note 7, Part II, Item 8., Financial Statements” on this Form 10-K. …”see in full comparison
Full comparison: every changed paragraph (25)
Effective July 1, 2024, Glen R. Ives, the Company’s former chief operating officer (“COO”), was appointed as President and CEO, after which, on September 1, 2024, Andrew L. Merriman was promoted to COO. Tammy L. Martin was appointed to serve as our General Counsel (“GC”) effective January 1, 2026. We depend on the continued services of our key personnel, including our CEO, CFO (David T. Bell, our Chief Financial Officer (“CFO”Bell), our COO, and Jay O. Wright, our Executive Vice-President of Strategy and General Counsel.GC. Our work with each of these key personnel is subject to changes and/or termination, and our inability to effectively retain the services of our key management personnel,personnel could materially and adversely affect our operating results and future prospects.
Certain key members of our management team lack significant public company experience in their positions and our executive management team has limited time working together.
The members of our team do not all have significant prior experience working in their roles for a public company, including our CEO, COO, and CFO. The management team also has limited experience working together as a team. The inability of any member of our management team to operate effectively in their position, or for the management team to effectively work together, could materially and adversely affect our operating results and future prospects.
We expect to continue to devote significant capital resources to fund our acquisition strategy. To support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of public or private debt ordebt, equity financingfinancing, or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets and the market price of our common stock. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock. If we are unable to raise additional capital to implement our business plan it could have a material adverse effect on our financial condition, business prospects, and operations, and the value of an investment in our Company.
•government certification requirements applicable to our productsservice may change and in doing so restrict our ability to sell into the U.S. federal governmentUSG sector until we have attained the revised certification;
•government demand and payment for our products and services may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our products and services;
•governments can generally terminate our contracts “for convenience”, meaning we could lose part or all of our revenue on short notice, and more specifically, the potential impact of the U.S. DOGE Service Temporary Organization on government spending and terminating contracts for conveniencenotice;
•international trade compliance laws, regulations, and executive orders that prohibit business with certain sanctioned entities and require authorization for certain exports or imports in order to protect national security and global stability, including The International Traffic in Arms Regulations that controls the manufacture, sale, and distribution of defense and space-related articles and services as defined in the United States Munitions List;
Our performance as a subcontractor on a government contract is dependent on our prime contractor’s ability to satisfactorily maintain its relationship with the applicable government agency and fulfill its obligations under their contract. A failure by our prime contractor to fulfill its obligations under their contract could result in the termination of the prime contract, thereby resulting in the termination of our subcontract. If any significant subcontract is terminated in this manner, it could cause our actual results to differ materially and adversely from those anticipated.
A failure by our prime contractor to fulfill its obligations under their contract could result in the termination of the prime contract, thereby resulting in the termination of our subcontract. If any significant subcontract is terminated in this manner, it could cause our actual results to differ materially and adversely from those anticipated.
We obtain much of our business on the basis of proposals submitted in response to requests from potential and current customers, who may also receive proposals from other firms. The market for our products and services is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards, and frequent new product introductions and improvements. We anticipate continued challenges from current competitors, which in many cases are more established and enjoy greater resources than us,we do, as well as by new entrants into the industry. Non-traditional players have entered the market and have established positions related to such areas as cloud computing, cyber, satellite operations, and business systems. We also face indirect competition from certain government agencies that perform services for themselves similar to those marketed by us. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate or revenue that could adversely affect our business and results of operations.
Our self-insurance program may expose us to significant and unexpected costs and losses.
To help control our overall long-term costs associated with employee health benefits, we began maintaining our employee medical insurance benefits on a self-insured basis effective June 1, 2024. To limit our exposure, we have third party stop-loss insurance coverage which sets a limit on our liability for both individual and aggregate claim costs. We record a liability for our estimated cost of claims incurred but unpaid as of each balance sheets date. Our estimated liability is based on assumptions we believe to be reasonable under the current circumstances and will be adjusted as warranted based on changing circumstances. It is possible, however, that our actual liabilities may exceed our estimates of losses. We may also experience an unexpectedly large number of claims that result in costs or liabilities in excess of our projections, which could cause us to record additional expenses. Our self-insurance reserves could prove to be inadequate, resulting in liabilities in excess of our available insurance and self-insurance. If a successful claim is made against us and is not covered by our insurance or exceeds our policy limits, our business may be negatively and materially impacted. These fluctuations could have a material adverse effect on our business, operating results, and financial condition.
Goodwill accounts for $10,676,834 of our recorded total assets as of December 31, 2024.2025. We evaluate the recoverability of recorded goodwill amounts annually or more frequently, if evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. Principally, a decrease in expected reporting unit cash flows or changes in market conditions may indicate potential impairment of recorded goodwill. If there is an impairment, we would be required to write down the recorded amount of goodwill, which would be reflected as a charge against operating income and would reduce the value of our total assets and our total equity on our balance sheet. During the third quarter of 2023, due to decline in stock price, Management determined that a triggering event occurred representing an indicator of goodwill impairment, resulting in a noncash charge of $6,919,094.$0. No triggering events were identified during 2024.2024 or 2025.
Risks Related to our Indebtedness
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
We have substantial indebtedness. We have $10,399,944 of debt as of December 31, 2024, the majority of which originally matured in calendar year 2024 and the terms of which have been amended to extend the maturity date to calendar year 2026. See “Notes Payable under Note 7, Part II, Item 8., Financial Statements” on this Form 10-K. Should our business fail to generate cash flow from operations sufficient to service our debt and make necessary capital expenditures we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining equity capital on terms that may be onerous or highly dilutive. Such a “fire sale” would materially and adversely affect the value of our common stock.
If the existing holders of our common stock, particularly our directors, officers, and other 10% stockholders,stock sell a large number of shares, they could adversely affect the market price for our common stock. Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Our management collectively owns a substantial amount of our common stock.
Collectively, our officers and directors own or exercise voting and investment control of approximately 35.5% of our outstanding common stock and control 35.1% of the voting power of the Company. As a result, unless required by a stock exchange rule, investors may be prevented from affecting matters involving our Company, including:
•the composition of our Board and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;
•any determination with respect to mergers or other business combinations;
•our acquisition or disposition of assets; and
•our corporate financing activities.
Furthermore, this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may also adversely affect the trading price of our common stock because investors may perceive disadvantages in owning stock in a Company that is controlled by a small number of stockholders.
Management's Discussion & Analysis (MD&A)
New heading “Interest Income (Expense)”
New heading “Year Ended December 31, 2025 Compared to Year Ended December 31, 2024”
New heading “Income tax expense”
New heading “Comparison of the Years Ended December 31, 2025 and 2024”
New heading “Operating activities”
New heading “Investing activities”
New heading “Financing activities”
Removed heading “Interest Expense, Net of Interest Income”
Removed heading “Income tax benefit (expense)”
Removed heading “Year Ended December 31, 2023 Compared to Year Ended December 31, 2022”
Largest changes
“Total operating expenses increased by $7,782,899 or 28.2% to $35,344,152 for the year ended December 31, 2023 from $27,561,253 for the year ended December 31, 2022. The decrease in indirect cost of $(2,924,288) was driven primarily by a reduction in acquisition based bonuses to certain executives from 2022, as well as cost savings implemented in 2023. The increase in overhead costs of $323,807 is related to increases in lease expense due to the GTMR Acquisition. …”see in full comparison
“Year Ended December 31, 2025 Compared to Year Ended December 31, 2024”see in full comparison
“Year Ended December 31, 2023 Compared to Year Ended December 31, 2022”see in full comparison
Full comparison: every changed paragraph (66)
We are a technology services and solutions company focused on leveraging the power of information technology to help solve our nation’s most pressing national security challenges. We provide clients in the United States (“U.S.) government (“USG”), financial services, healthcare,legal, and other users of large data applications with services which include intelligence analysis, software development, software engineering, system modernization, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”). In addition to constantly innovating and enhancing our organic capabilities, Castellum is executing strategic acquisitions of technology companies in the areas of cybersecurity, information technology (“IT”), electronic warfare, information warfare, and information operations with businesses in the defense, federal, civilian, and commercial markets that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients.
On October 17, 2022, the Company closed its public offering of 1,500,000 shares of common stock consisting of 1,350,000 shares sold by the Company and 150,000 shares sold by certain selling stockholders, at a public offering price of $2.00 per share. The Company’s registration statement on Form S-1, as amended (File No. 333-267249) relating to the offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on October 12, 2022.
On December 1, 2023, the Company filed a universal shelf registration statement on Form S-3 (File No. 333-275840) which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on December 12, 2023 pursuantand remains effective. Pursuant to whichthis registration statement, the Company may offer and sell up to $10 million in the aggregate of equity securities. Additionally, certain selling stockholders may offer and sell up to 1,425,000 shares in the aggregate of the Company’s common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholders.
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290331) to register an aggregate of 3,000,000 shares of the Company’s common stock to be issued pursuant to the Castellum, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”). The ESPP was adopted by the Company’s Board of Directors on March 11, 2025 and approved by the Company’s stockholders at the annual meeting held on May 28, 2025. The ESPP is a voluntary employee benefit program that permits eligible employees to contribute up to 5% of their eligible compensation through payroll deductions each pay period. Payroll deductions and purchases of Company common stock under the ESPP did not commence until 2026. Shares are purchased on behalf of participating employees on a quarterly basis at a price equal to 85% of the fair market value on the applicable purchase date. The ESPP is intended to provide employees with an opportunity to acquire an ownership interest in the Company and is not a component of executive compensation.
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290332) to register an aggregate of 9,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.
On March 19, 2025, the Company closed on the public offering (the "March 2025 Public Offering") of 4,500,000 units ("Unit(s)") at a public offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "March 2025 Warrants"). The March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of issuance. The shares of common stock and 2025 Warrants were immediately separable and issued separately. Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses. Castellum intends to use the net proceeds of the offering for working capital and general corporate purposes.
Of the 4,500,000 March 2025 Warrants issued during the March Public Offering, 1,755,543 warrants were exercised at $1.08 per share prior to June 30, 2025 for gross proceeds of $1.90 million before deducting placement agent fees. The remaining 2,744,457 warrants expired on May 19, 2025.
On June 13, 2025, the Company closed on the public offering (the "June 2025 Public Offering") of 4,166,667 units ("Unit(s)") at a public offering price of $1.20 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "June 2025 Warrants"). The June 2025 Warrants were immediately exercisable at $1.22 per share and expired 60 days from the date of issuance. The shares of common stock and June 2025 Warrants were immediately separable and issued separately. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Castellum intends to use the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes.
Of the 4,166,667 June 2025 Warrants issued during the June Public Offering, 3,673,666 warrants were exercised at $1.22 per share prior to September 30, 2025 for gross proceeds of $4.48 million before deducting placement agent fees. The remaining 493,001 warrants expired on August 12, 2025.
Interest Income (Expense)
Interest income consists of interest earned from savings accounts, net of interest paid on the note payable between the Company and the Buckhout Charitable Remainder Trust, two promissory notes payable to Robert Eisiminger, and the related party note payable to Emil Kaunitz. During 2025, the note payable with the Buckhout Charitable Remainder Trust and the two promissory notes payable to Robert Eisiminger were paid off.
Interest Expense, Net of Interest Income
Interest expense consists of interest paid to service our convertible promissory notes which include the amended trust note with the Buckhout Charitable Remainder Trust (the “Amended BCR Trust Note”), the term loan promissory note payable and revolving line of credit to the Live Oak Banking Company ("Live Oak Bank") (the “Term Loan Promissory Note Payable” and “Revolving Line of Credit,” respectively), two promissory notes payable to Robert Eisiminger, the note payable to Emil Kaunitz, and the note payable to Crom Cortana Fund LLC (“Crom”) net of interest earned from investments. During 2024, the Amended BCR Trust Note was extinguished resulting in a new note, the note payable to Crom and the Term Loan Promissory Note Payable were paid off, and the two promissory notes payable to Robert Eisiminger were combined into one note payable.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue
Total revenues increased by $8,101,149 or 18.1% to $52,866,001 for the year ended December 31, 2025 from $44,764,852 for the year ended December 31, 2024. This increase in revenue was driven primarily by the award in March 2024, to the Company's subsidiary, Global Technologies Management Resources, Inc. (“GTMR”) of a $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services in support of the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions which ramped up during 2025 and additional direct labor growth on existing contracts.
Total cost of revenues increased by $6,998,707 or 26.4% to $33,497,144 for the year ended December 31, 2025 from $26,498,437 for the year ended December 31, 2024. This increase generally followed the growth in revenue; however, the percentage increase exceeded revenue growth primarily due to higher subcontractor and labor costs associated with the PMA-290 contract.
Total gross profit increased by $1,102,442 or 6.0% to $19,368,857 for the year ended December 31, 2025 from $18,266,415 for the year ended December 31, 2024. This increase was driven by the changes in revenue and cost of revenues noted above; however, higher subcontractor and labor costs resulted in margin compression during the period.
Total operating expenses decreased by $(3,327,623) or (13.0)% to $22,183,419 for the year ended December 31, 2025 from $25,511,042 for the year ended December 31, 2024. The increase in indirect cost of $148,643 was driven primarily by the increase costs of medical insurance year over year, offset by a decrease in bonus expense. The increase in overhead of $156,660 was primarily driven by an expected increase in office costs due to the additional labor force and the standard compensation adjustments for overhead labor. The decrease in general and administrative (“G&A”) costs of $(3,632,926) was primarily driven by a decrease in noncash stock based compensation granted to certain employees of $3,079,501 and a decrease in depreciation as fixed assets become fully depreciated.
Other income (expense) increased by $3,291,898 or 123.4%, to other income of $624,250 for the year ended December 31, 2025 from other expense of $(2,667,648) for the year ended December 31, 2024. This improvement was primarily driven by the payoff of the Company’s debt as detailed in Note 7, under Part II, Item 8, of this Form 10-K, which reduced interest expense and the increase in interest income due to interest earned on the Company’s higher cash balances. In addition, other income (expense) includes a noncash gain, of $621,000 related to the change in the fair value of a derivative, as noted in Note 12, under Part II, Item 8, of this Form 10-K.
Income tax expense
Income tax expense increased by $139,948 or 205.7% to $(207,980) for the year ended December 31, 2025 from $(68,032) for the year ended December 31, 2024. This increase was primarily driven by the increase in state taxes and the increase in valuation allowance. The Company continues to pay current tax while maintaining a valuation allowance on its net deferred tax assets.
RevenueRevenues
Total revenues decreased by $(478,960) or (1.1)% to $44,764,852 for the year ended December 31, 2024 from $45,243,812 for the year ended December 31, 2023. This decrease in revenue was mainly due to the sale of the Company’s subsidiary, Mainnerve Federal Services, Inc. (MFSI”) dba MFSI Government Group, a Delaware corporation, entityGroup on September 11, 2024.
Total cost of revenues decreased by $(70,048) or (0.3)% to $26,498,437 for the year ended December 31, 2024 from $26,568,485 for the year ended December 31, 2023. This decrease was driven primarily by the sale of the Mainnerve Federal Services, Inc. dba MFSI Government Group, a Delaware corporation, entity on September 11, 2024.
Total operating expenses decreased by $(9,833,110) or (27.8)% to $25,511,042 for the year ended December 31, 2024 from $35,344,152 for the year ended December 31, 2023. The increase in indirect cost of $340,575 was driven primarily by the increase in accrued paid leave resulting from the Company's implementation of a new paid time off policy that initially increased the accrued leave balance. The decrease in general and administrative (“G&A”) costs of $(3,369,214) was primarily driven by a reduction in salaries, achieved through the implementation of strategic cost-saving initiatives and the enhancement of operational efficiencies across all G&A support departments, and a decrease in noncash stock based compensation granted to certain employees of $2,068,783. In 2024, it was determined that no goodwill impairment expense was required, the expense was $6,919,094 in 2023, and the contingent earnout was agreed to and noted as a liability in Due to Seller in the Consolidated Balance Sheets, under Part II, Item 8, of this Form 10-K.
Other income (expense)
Income tax benefit (expense)
Income tax benefit (expense) increased by $1,325,149 or (105.4)% to $(68,032) for the year ended December 31, 2024 from $1,257,117 for the year ended December 31, 2023. This increase was primarily driven by the increase in deferred tax liabilities from the acquisition of Global Technology Management Resources, Inc. (“GTMR”) and subsequent release of valuation allowance.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenues
Total revenues increased by $3,053,169 or 7.2% to $45,243,812 for the year ended December 31, 2023 from $42,190,643 for the year ended December 31, 2022. This increase in revenue was due to the acquisition of GTMR (“GTMR Acquisition”), partially offset by a reduction in revenue from lost positions on ongoing contracts principally at SSI and Corvus.
Total cost of revenues increased by $1,975,159 or 8.0% to $26,568,485 for the year ended December 31, 2023 from $24,593,326 for the year ended December 31, 2022. This increase was driven primarily by the net increased level of effort on contracts proportionate to the changes in revenue noted above.
Total gross profit increased by $1,078,010 or 6.1% to $18,675,327 for the year ended December 31, 2023 from $17,597,317 for the year ended December 31, 2022. This increase was driven by changes in revenue noted above.
Total operating expenses increased by $7,782,899 or 28.2% to $35,344,152 for the year ended December 31, 2023 from $27,561,253 for the year ended December 31, 2022. The decrease in indirect cost of $(2,924,288) was driven primarily by a reduction in acquisition based bonuses to certain executives from 2022, as well as cost savings implemented in 2023. The increase in overhead costs of $323,807 is related to increases in lease expense due to the GTMR Acquisition. The increase in general and administrative costs of $4,111,286 consist of increases in noncash stock based compensation granted to certain employees, as well as increases in general and administrative salary expense as we in-sourced certain functions such as accounting and business development. The recognition of goodwill impairment resulted from a loss recorded during the third quarter of 2023. The decrease in the loss from change in fair value of contingent earnout is due to adjustments as we finalized the amount after the earnout period ended in late 2023.
Other income (expense) decreased by $1,736,036 or (42.1)% to $(2,388,470) for the year ended December 31, 2023 from $(4,124,506) for the year ended December 31, 2022. This decrease was primarily driven by decreases in the fair value of the derivative liability offset by an increase in interest expense due to rate increases during 2023 on our variable rate debt under our agreements with Live Oak Bank.
Income tax benefit (expense) increased by $2,076,713$1,325,149 or (253.4105.4)% to $(68,032) for the year ended December 31, 2024 from $1,257,117 for the year ended December 31, 2023 from $(819,596) for the year ended December 31, 2022.2023. This increase was primarily driven by the increase in deferred tax liabilities from the acquisition of GTMR and subsequent release of valuation allowance.
Our total backlog consists of remaining performance obligations, certain orders under contracts for which the original period of performance has expired, unexercised option periods, and other unexercised or unscheduled optional orders. Excluding unscheduled options orders, as of December 31, 2024,2025, the Company had $100,481,693$258,194,285 of funded, unfunded, and scheduled priced options. We expect to recognize approximately 28%18% of the remaining performance obligations over the next 12 months, and approximately 49%52% over the next 24 months. Including priced options that have been awarded but not yet scheduled of $19,330,955,$7,215,912, our grand total backlog is $119,812,648.$265,410,197. The remainder is expected to be recognized thereafter. As with all government contracts there is no guarantee the customer will have future funding or exercise their contract option in the out-years. Other budget risks are discussed in “Part I, Item1. U.S. Political, Budgetary, and Regulatory Environment.” Our backlog includes orders under contracts that in some cases extend for several years. U.S. Congress (“Congress”) generally appropriates funds for our clients on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress (“Congress”) makes subsequent appropriations and the procuring agency allocates funding to the contract.
We have historically sourced our liquidity requirements with cash flows from operations, borrowings under our current credit facilities, and in October 2022, with an equity issuance through the listing of our common stock on the NYSE American. As of December 31, 2024,2025, we had $12,005,048$14,884,778 of cash and cash equivalents on hand and unused borrowing capacity of $0 from our revolving line of credit.hand. During the fiscal year 2024,2025, we undertook the following significant equity and debt transactions that enhanced our liquidity and sources of funds:
•2,000,000 warrants were exercised in February of 2025 to purchase 2,000,000 shares of the Company’s common stock, which resulted in aggregate proceeds to the Company of $700,000.
•Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses.
•Gross proceeds from the March 2025 Warrants were $1.90 million before deducing placement agent fees.
•Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses.
•Gross proceeds from the June 2025 Warrants were $4.48 million before deducing placement agent fees.
•In January 2024, after filing a universal shelf registration statement on Form S-3 with the SEC in December of 2023 allowing us to issue additional equity (“Security Offering”), we raised net proceeds of approximately $2,200,000.
•In February 2024, we used cash on hand to pay the outstanding principal and accrued interest owed on a note payable to Crom in the amount of $847,000.
•In February 2024, we agreed with Emil Kaunitz to extend the maturity date of a $400,000 note payable from December 31, 2024, to August 1, 2025, after which we will make monthly principal payments of $50,000 per month for eight months.
•In February 2024, we entered into a new $4,000,000 revolving credit facility with Live Oak Bank which matures on February 22, 2025 (the “New Live Oak Revolver”). The New Live Oak Revolver replaces the $2,000,000 Revolving Line of Credit , and we rolled over the $625,000 outstanding principal balance on the Revolving Line of Credit and was advanced an additional amount of $904,793. We also made payments of $1,209,617 to the holders of two notes payable noted below.
•In February 2024, we agreed with Robert Eisiminger to extend the maturity dates of two notes payable totaling $6,000,000 from September 30, 2024, to August 31, 2026. The change in the terms of the two notes resulted in the debt extinguishment of both the old notes and resulted in the establishment of one note totaling $6,000,000. We also accessed the New Live Oak Revolver to pay off a third note totaling $400,000.
•In February 2024, we agreed with the Buckhout Charitable Remainder Trust to pay down and amend a convertible promissory note payable. We accessed the New Live Oak Revolver to pay down principal of $809,617. We simultaneously agreed to enter into a new note payable in the principal amount of $2,400,000 which matures on August 31, 2026, and may not be converted into common stock. Commencing in September 2024, we began making monthly principal payments of $100,000 for 24 months.
•In May 2024, the Company entered in to a program to self-insure some of its healthcare risk up to a certain limit, with the use of a stop loss policy. In June 2024, the Company made an equity investment of $54,533 in a captive insurance company. To mitigate risks, the Company created a reserve as of December 31, 2024, of $79,217 based on six months of claims data. Additionally, the Company has engaged with a third-party actuarial firm to assist in providing reports related to claims incurred but not reported. Losses will be accrued based on the Company's historical claims experience and reports provided by the actuaries.
•On July 8, 2024, we repaid the balance owed on the Term Loan Promissory Note Payable of $252,678, that was due to mature on August 11, 2024. This payment retired the Term Loan Promissory Note Payable with Live Oak bank.
•In December 2024, the Company entered into a securities purchase agreements with several institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 9,473,700 shares of the Company’s common stock, at a purchase price of $0.38 per share. This resulted in aggregate gross proceeds to the Company of approximately $3.6 million, The offering closed on December 24, 2024
•In December 2024, the Company entered into a securities purchase agreement with several institutional investors, pursuant to which the Company agreed to sell and issue, in a public offering that included certain additional other purchasers, 4,355,000 shares of the Company’s common stock, at a purchase price of $0.85 per share. This resulted in aggregate gross proceeds to the Company of approximately $3.7 million. The offering closed on December 30, 2024.
•As of December 31, 2024, 6,437,501 of the Regular Warrants have been exercised, resulting in $2.3 million net proceeds. In addition, 700,000 warrants issued in 2023 were exercised which resulted in aggregate proceeds to the Company of approximately $966,000.
We believe our existing cash and cash equivalents provided by our ongoing operations, together with funds available throughfrom the transactions noted above, will be sufficient to meet our working capital, capital expenditures, and cash needs for the next 12 months and beyond.
Comparison of the Years Ended December 31, 2025 and 2024
Operating activities
Net cash used in operating activities was $(1,948,377) for the year ended December 31, 2025, compared to $1,120,105 provided by operating activities for the year ended December 31, 2024. The net cash used in operating activities was primarily driven by an increase in accounts receivables (due to timing of collections), as well as noncash adjustments related to changes in the fair value of derivative liabilities during the year ended December 31, 2025.
Investing activities
What changed in the latest 10-Q
Risk Factors
In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we described in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 9, 2026 have affected or could materially adversely affect our business, prospects, operating results, and financial condition. There have been no material changes from the risk factors described in that report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Income tax (expense) benefit”
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Cost of revenues”
New heading “Operating expenses”
Largest changes
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
Total revenue wassee in full comparison$14,291,961$13,864,676 for the three months endedMarchJune31,30, 2026 as compared to total revenue of$11,664,365$14,024,090 for the three months endedMarchJune31,30, 2025. Theincreasedecrease of$2,627,596$(159,414) or23%,(1)%, was driven primarily bytheaawarddecrease inMarchrevenue2024recognizedtoon two firm-fixed-price (“FFP”) contracts, on which revenue was recognized in theCompany'ssecondsubsidiaryquarterGlobalofTechnology2025 with less work performed during the same period in 2026, andManagementaResources,decreaseInc.in revenue under certain Corvus Consulting, LLC ("GTMRCorvus")ofsubcontracts.aThese$103.3decreasesmillion,werefivepartiallyandoffsetone-halfbyyearrevenuecontract for Special Missions Management of On-Site Services in support offrom theNaval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions which ramped inOctober 2025and theawardin October 2025,to the Company's Specialty Systems, Inc. (“"SSI”") subsidiary of a $66.2 million full and open,five yearfive-year contract for logistics, engineering, and cyber support servicesneededin support of the Naval Air Warfare Center Aircraft Division (“"NAWCAD”") Lakehurst (“"LKE”") Mission Operations & Integration (“"MO&I”")DepartmentDepartment,andtheadditionalramp-updirectoflaborwhichgrowthisonstillexistingincontracts.its early stages.
see in full comparisonOur revenues are primarily derived from services provided to the U.S. Federal, state, and local governments. We currently generate our revenue from three different types of contractual arrangements: Cost Plus Fixed Fee (“CPFF”), Fixed Firm Price (“FFP”), and Time and Materials (“T&M”) contracts.For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“"DCAA”") approved provisional burdens plus a fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. Certain FFP contracts require the use of an input method based on labor hours or costs incurred relative to total estimated costs to complete. FFP Level-of-Effort contracts are substantially similar to T&M contracts, except that the Company is required to deliver a specified level of effort over a stated period; for these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract. These arrangements generally qualify for the "right-to-invoice" practical expedient, where revenue is recognized in proportion to billable consideration.
Full comparison: every changed paragraph (50)
Due to our success in completing seven acquisitions since 2019 and given our executive officers’ and key managers’ networks of contacts in the IT, telecom, cybersecurity, and defense sectors, we believe that we are well positioned to continue to execute our business strategy. Because of our executive officers’ and key managers’ prior experience growing businesses organically, we believe that we are well positioned to grow our existing business via internal growth as well. The Company has developed a qualified business opportunity (the “Opportunity Pipeline”). Although there can be no assurance that the Opportunity Pipeline can be converted to revenues, the Company believes that the total value of the Opportunity Pipeline to be approximately $953.5 million as of June 30, 2026. The Opportunity Pipeline represents the revenue opportunity for the Company from potential future contracts obtained through organic growth from qualified customers based on the expected base year contract value plus the value of all option periods.
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290331) to register an aggregate of 3,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. 2025 Employee Stock Purchase Plan.
On SeptemberJune 17,1, 2025,2026, the Company filed a registration statement on Form S-8 (File No. 333-290332No.333-296389) to register an aggregateadditional of 9,000,0004,000,000 shares of the Company's common stock tofor beissuance issued pursuant tounder the Castellum, Inc. SecondThird Amended 2021 Stock Incentive Plan. Following the filing, a total of 13,000,000 shares of common stock are registered and available for issuance under the plan.
On March 19, 2025, the Company closed on the public offering (the "March 2025 Public Offering") of 4,500,000 units ("Unit(s)") at a public offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "March 2025 Warrants"). The March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of issuance. The shares of common stock and March 2025 Warrants were immediately separable and issued separately. Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses. Castellum used the net proceeds of the March 2025 Public Offering for working capital and general corporate purposes.
Of the 4,500,000 March 2025 Warrants issued during the March 2025 Public Offering, 1,755,543 warrants were exercised at $1.08 per share for gross proceeds of $1.90 million before deducting placement agent fees. The remaining 2,744,457 warrants expired on May 19, 2025.
On June 13, 2025, the Company closed on the public offering (the "June 2025 Public Offering") of 4,166,667 units ("Unit(s)") at a public offering price of $1.20 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (the "June 2025 Warrants"). The June 2025 Warrants are immediately exercisable at $1.22 per share and expired 60 days from the date of issuance. The shares of common stock and June 2025 Warrants were immediately separable and issued separately. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Castellum used the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes.
Of the 4,166,667 June 2025 Warrants issued during the June Public Offering, 3,673,666 warrants were exercised at $1.22 per share for gross proceeds of $4.48 million before deducting placement agent fees. The remaining 493,001 warrants expired on August 12, 2025.
•increased audit, review, and general scrutiny by USG agencies of government contractors' performance under USG contracts and compliance with the terms of those contracts and applicable lawslaws, including the impact of Executive Order 14402 which was signed on April 30, 2026;
The U.S. government entered a shutdown on October 1, 2025, which ended on November 12, 2025, when President Trump signed a CR restoring federal operations at GFY25 funding levels through January 30, 2026. Following the expiration of that CR, a partial shutdown occurred until February 3, 2026, when President Trump signed five of the six remaining GFY26 full-year appropriations bills along with a two-week CR for the Department of Homeland Security (DHS). The enacted defense appropriations bill provided full-year DoD funding of $838.7 billion. On February 14, 2026, DHS funding lapsed and the department entered a shutdown; on April 30, 2026, the President signed a bipartisan bill ending the 75-day shutdown and funding most DHS operations through September 30, 2026.2026, excluding funding for U.S. Immigration and Customs Enforcement ("ICE") and Border Security Operations. On June 10, 2026, the President signed a reconciliation bill providing the previously-excluded ICE and Border Security funding, completing the FY2026 appropriations cycle. As a result, all twelve regular FY2026 appropriations bills have now been enacted. The Company currently does not currently maintain contracts with DHS.
•the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.
•the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Our revenues are primarily derived from services provided to the U.S. Federal, state, and local governments. We currently generate our revenue from three different types of contractual arrangements: Cost Plus Fixed Fee (“CPFF”), Fixed Firm Price (“FFP”), and Time and Materials (“T&M”) contracts. The Company generally recognizes revenue over time as control is transferred to the customer, based on the extent of progress towards satisfaction of the performance obligation.
Our revenues are primarily derived from services provided to the U.S. Federal, state, and local governments. We currently generate our revenue from three different types of contractual arrangements: Cost Plus Fixed Fee (“CPFF”), Fixed Firm Price (“FFP”), and Time and Materials (“T&M”) contracts. For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“"DCAA”") approved provisional burdens plus a fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. Certain FFP contracts require the use of an input method based on labor hours or costs incurred relative to total estimated costs to complete. FFP Level-of-Effort contracts are substantially similar to T&M contracts, except that the Company is required to deliver a specified level of effort over a stated period; for these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract. These arrangements generally qualify for the "right-to-invoice" practical expedient, where revenue is recognized in proportion to billable consideration.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
Total revenue was $14,291,961$13,864,676 for the three months ended MarchJune 31,30, 2026 as compared to total revenue of $11,664,365$14,024,090 for the three months ended MarchJune 31,30, 2025. The increasedecrease of $2,627,596$(159,414) or 23%,(1)%, was driven primarily by thea awarddecrease in Marchrevenue 2024recognized toon two firm-fixed-price (“FFP”) contracts, on which revenue was recognized in the Company'ssecond subsidiaryquarter Globalof Technology2025 with less work performed during the same period in 2026, and Managementa Resources,decrease Inc.in revenue under certain Corvus Consulting, LLC ("GTMRCorvus") ofsubcontracts. aThese $103.3decreases million,were fivepartially andoffset one-halfby yearrevenue contract for Special Missions Management of On-Site Services in support offrom the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions which ramped inOctober 2025 and the award in October 2025, to the Company's Specialty Systems, Inc. (“"SSI”") subsidiary of a $66.2 million full and open, five yearfive-year contract for logistics, engineering, and cyber support services needed in support of the Naval Air Warfare Center Aircraft Division (“"NAWCAD”") Lakehurst (“"LKE”") Mission Operations & Integration (“"MO&I”") DepartmentDepartment, andthe additionalramp-up directof laborwhich growthis onstill existingin contracts.its early stages.
Total cost of revenues was $9,229,741$9,145,257 for the three months ended MarchJune 31,30, 2026 as compared to total cost of revenues of $7,109,749$8,963,643 for the three months ended MarchJune 31,30, 2025. The increase of $2,119,992,$181,614, or 30%,2%, iswas driven primarily by an increase in line with the change in revenue noted above, driven by additional labor and subcontractor costs for the PMA-290 award,costs, which typically carry a lower margin than direct labor.labor, incurred on the Naval Air Systems Command ("NAVAIR") Maritime Patrol and Reconnaissance Aircraft Program Office ("PMA-290") Special Missions contract and on other large contracts, as well as an increase in the cost to complete the remaining work on the same two FFP contracts noted above.
Total gross profit was $5,062,220$4,719,419 for the three months ended MarchJune 31,30, 2026 as compared to total gross profit of $4,554,616$5,060,447 for the three months ended MarchJune 31,30, 2025. The increasedecrease of $507,604,$(341,028), or 11%,(7)%, was driven primarily by the increase of revenue noted above offset by the lower margin of increased subcontractor costs.
Total operating expenses were $5,760,218$5,813,511 for the three months ended MarchJune 31,30, 2026 as compared to total operating expenseexpenses of $6,040,623$5,443,970 for the three months ended MarchJune 31,30, 2025. The decreaseincrease of $280,405,$369,541, or 5%,7%, was primarily driven by aan decreaseincrease in thefringe amountexpenses, ofreflecting noncashan stock-basedincrease compensationin grantedheadcount for business development capabilities and an expected rise in health insurance costs, as well as higher outside consultant costs, including fees related to certainacquisition employees.activities and investor relations.
Total other income was $104,444 for the three months ended June 30, 2026 as compared to total other expense of $(14,357) for the three months ended June 30, 2025. The increase in other income of $118,801 or 827%, was primarily driven by the decrease in interest expense due to the overall decrease in debt.
Income tax (expense) benefit
Income tax expense was $(36,949) for the three months ended June 30, 2026, as compared to a benefit of $75,773 for the three months ended June 30, 2025. The increase in expense of $(112,722) or 149% was primarily related to the Company's change in taxable profits and state income taxes.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue
Total revenue was $28,156,637 for the six months ended June 30, 2026 as compared to total revenue of $25,688,455 for the six months ended June 30, 2025. The increase of $2,468,182 or 10%, was driven primarily by the award in March 2024 to the Company's subsidiary Global Technology and Management Resources, Inc. ("GTMR") of a $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services in support of the NAVAIR PMA-290 Special Missions which ramped up in 2025 and the award in October 2025, to the Company's SSI subsidiary of a $66.2 million full and open, five-year contract for logistics, engineering, cyber support services needed in support of the NAWCAD LKE MO&I Department. This is partially offset by a decrease in revenue under certain Corvus subcontracts.
Cost of revenues
Total cost of revenues was $18,374,997 for the six months ended June 30, 2026 as compared to total cost of revenues of $16,073,392 for the six months ended June 30, 2025. The increase of $2,301,605, or 14%, is in line with the change in revenue noted above, driven by additional labor and subcontractor costs for the PMA-290 award, which typically carry a lower margin than direct labor.
Gross Profit
Total gross profit was $9,781,640 for the six months ended June 30, 2026 as compared to total gross profit of $9,615,063 for the six months ended June 30, 2025. The increase of $166,577, or 2%, was driven primarily by the increase of revenue noted above offset by the lower margin of increased subcontractor costs.
Operating expenses
Total operating expenses were $11,573,729 for the six months ended June 30, 2026 as compared to total operating expenses of $11,484,593 for the six months ended June 30, 2025. The increase of $89,136, or 1%, was primarily driven by an increase in fringe expenses, reflecting an increase in headcount for business development capabilities and an expected rise in health insurance costs, as well as higher outside consultant costs, including fees related to acquisition activities and investor relations, offset by lower stock based compensation and amortization expenses.
Total other income was $353,400$457,843 for the threesix months ended MarchJune 31,30, 2026 as compared to total other incomeexpense of $390,236$375,879 for the threesix months ended MarchJune 31,30, 2025. The decreaseincrease in (expense)other income of $(36,836)$81,964 or 9%,22%, was primarily driven by the decrease in interest expense due to the overall decrease in debt,debt offset by the decrease in expense due to the reduction in the fair value of derivative liability.
Income tax (expense) benefit
Income tax expense was $(6,67643,625) for the threesix months ended MarchJune 31,30, 2026, as compared to ana benefit of $1,497 for the six months ended June 30, 2025. The increase in expense of $(74,27645,122) for the three months ended March 31, 2025. The decrease in expense of $67,600 or 91%(3014)% was primarily related to related to the CompanyCompany's utilizingchange it's tax attributes to decrease its currentin taxable income.profits and state income taxes.
Our total scheduled backlog consists of remaining performance obligations, certain orders under contracts for which the original period of performance has expired, unexercised option periods, and other unexercised or optional orders. Excluding unscheduled options orders, as of MarchJune 31,30, 2026, the Company had a total backlog of $273,259,965$271,748,334 which includes funded, unfunded, and scheduled priced options. We expect to recognize approximately 16.0% of the remaining performance obligations over the next 12 months, and approximately 49.0%48.0% over the next 24 months. The remainder is expected to be recognized thereafter. As with all government contracts there is no guarantee the customer will have future funding or exercise their contract option in the out-years. Our backlog includes orders under contracts that in some cases extend for several years. Congress generally appropriates funds for our clients on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.
We have historically sourced our liquidity requirements with cash flows from operations, borrowings under our previous credit facilities, and in October, 2022, with an equity issuance through the listing of our common stock on the NYSE American LLC. As of MarchJune 31,30, 2026, we had $15,772,974$16,865,160 of cash on hand. During the fiscal year 2025, we undertook the following significant equity and debt transactions that enhanced our liquidity and sources of funds:
We did not undertake any equity or debt transactions during the six months ended June 30, 2026. Our liquidity during the current period has been funded entirely through cash flows generated from operations.
•2,000,000 warrants were exercised in February of 2025 to purchase 2,000,000 shares of the Company’s common stock, which resulted in aggregate proceeds to the Company of $700,000.
•Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses.
•Gross proceeds from the March 2025 Warrants were $1.90 million before deducing placement agent fees.
•Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses.
•Gross proceeds from the June 2025 Warrants were $4.48 million before deducing placement agent fees.
Management believes that cash flows from operating activities, existing cash on hand, and available borrowings under our revolving credit facilityhand will be sufficient to meet our anticipated cash requirements for at least the next twelve months. Our primary uses of cash include:
Shares of our common stock included in our public float as of MayAugust 7,5, 2026 was 93,357,10393,352,235 which excludes 1,341,8361,346,704 shares held by officers, directors, and affiliates.
ThreeSix Months Ended MarchJune 31,30, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2025
Net cash provided by operating activities was $1,290,696$2,350,849 for the threesix months ended MarchJune 31,30, 2026, compared to $(2,502,6402,288,422) net cash used in for the threesix months ended MarchJune 31,30, 2025. This increase in net cash provided by operating activities was primarily driven by a decrease in accounts receivable for the threesix months ended MarchJune 31,30, 2026 due to collections on existing business and a decrease in net loss.business.
Net cash provided by investing activities was $24,319$44,008 for the threesix months ended MarchJune 31,30, 2026, compared to $4,435$(92,791) net cash providedused byin for the threesix months ended MarchJune 31,30, 2025. The increase in net cash provided by investing activities was primarily due to the cash received from the sale of Mainnerve Federal Services, Inc. dba MFSI Government Group (“MFSI").
Net cash used in financing activities was $(426,819414,475), for the threesix months ended MarchJune 31,30, 2026, compared to $3,532,757$4,856,114 net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025. The increase in net cash used in financing activities was primarily due to the pay off of the related party note payable as detailed in Note 7,6, "Notes Payable - Related Party" in this Quarterly Report on Form 10-Q, as compared to the proceeds from the issuance of common stock and warrants issued in the Marchpublic 2025 Public Offeringofferings in 2025.
In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2025-06, which makes targeted updates to the accounting and disclosure requirements for internal-use software under Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). The standard becomes effective for the Company beginning in fiscal year 2029, including interim periods, and permits either prospective or retrospective adoption. We are currently assessing the impact on our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose disaggregated information about specific categories of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) within relevant income statement expense captions, in interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. As clarified, the standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. We are currently assessing the impact on our financial statements and disclosures.
Other accounting standards updates adopted and/or issued, but not effective until after MarchJune 31,30, 2026, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations, and/or cash flows.
CTM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 9 Form 4 filings (4 insiders, 3 trade dates, 60,756 shares, about $37.1K) and open-market sales in 0 filings. Net open-market shares: 60,756 (purchases minus sales); net value about $37.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Martin Tammy L |
Open-market purchase | 1,396 | $0.54 | $747 |
| 2026-10-01 | Bell David T |
Open-market purchase | 1,396 | $0.54 | $747 |
| 2026-10-01 | Merriman Andrew |
Open-market purchase | 1,396 | $0.54 | $747 |
| 2026-10-01 | Ives Glen R |
Open-market purchase | 1,700 | $0.54 | $910 |
| 2026-09-09 | Merriman Andrew |
Open-market purchase | 40,000 | $0.62 | $24.8K |
| 2026-09-09 | Merriman Andrew |
Open-market purchase | 10,000 | $0.62 | $6.2K |
| 2026-07-01 | Merriman Andrew |
Open-market purchase | 1,202 | $0.61 | $733 |
| 2026-07-01 | Bell David T |
Open-market purchase | 1,202 | $0.61 | $733 |
| 2026-07-01 | Martin Tammy L |
Open-market purchase | 1,202 | $0.61 | $733 |
| 2026-07-01 | Ives Glen R |
Open-market purchase | 1,262 | $0.61 | $770 |
Well-known investors holding CTM (13F)
None of the 59 investors we track reported a position in their latest 13F.