SEC filing – odaterad – ctm-20251231.htm

The Company is exposed to interest rate risk primarily through its cash held with financial institutions. These balances are maintained in interest-bearing accounts, and as a result, changes in market interest rates may affect the amount of interest income earned. As of December 31, 2025, the Company had no outstanding debt, with the exception of the fixed rate Note Payable - Related Party (noted in Note 8 , under Part II, Item 8, of this Form 10-K) or other interest-bearing obligations and, therefore, is not exposed to interest rate risk related to borrowings. Management believes that fluctuations in interest rates will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
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Consolidated Balance Sheets
39

Consolidated Statements of Operations
41

Consolidated Statements of Cash Flows
42

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
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Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Castellum, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Castellum, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

We have served as the Company's auditor since 2020.

McLean, Virginia
March 9, 2026
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Castellum, Inc. and Subsidiaries
Consolidated Balance Sheets

For the Year Ended December 31,
2025 2024
Assets
Current assets:
Cash $ 14,884,778   $ 12,005,048  
Restricted Cash —   250,000  
Accounts receivable 8,180,180   5,507,384  
Contract assets 568,705   270,147  
Due from buyer 58,207   36,214  
Prepaid income taxes 153,153   154,793  
Prepaid expenses and other current assets 800,671   667,592  
Total current assets 24,645,694   18,891,178  

Fixed assets, net 231,136   156,111  

Noncurrent assets:
Due from buyer, net of current portion 77,259   191,470  

Right of use asset – operating leases 800,069   1,075,982  
Investment in joint ventures/captive insurance entity 100,250   52,110  
Intangible assets, net 5,371,602   6,793,750  
Goodwill 10,676,834   10,676,834  
Total noncurrent assets 17,257,150   18,946,257  
Total assets $ 41,902,844   $ 37,837,435  

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,904,962   $ 1,140,321  
Accrued payroll and payroll related expenses 2,761,998   3,398,300  
Current portion of lease liability – operating leases 270,868   310,380  
Due to seller —   240,000  
Obligation to issue common and preferred stock —   402,708  

Derivative liability 262,000   883,000  
Revolving credit facility —   1,999,944  
Notes payable, related party 400,000   250,000  

Current portion of notes payable, net of discount —   1,200,000  
Total current liabilities 5,599,828   9,824,653  

Noncurrent liabilities:

Lease liability – operating leases, net of current portion 550,219   780,756  

Due to seller, net of current portion —   100,000  

Notes payable, net of current portion —   6,800,000  
Note payable – related party, net of current portion —   150,000  
Total noncurrent liabilities 550,219   7,830,756  

Total liabilities 6,150,047   17,655,409  

Stockholders' Equity
Preferred stock, 50,000,000 shares authorized

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Series A Preferred stock, par value $ 0.0001 ; 10,000,000 shares authorized; 5,875,000 issued and outstanding as of December 31, 2025 and 2024
588   588  
Series C Preferred stock, par value $ 0.0001 ; 10,000,000 shares authorized; 570,000 and 770,000 issued and outstanding as of December 31, 2025 and 2024, respectively
57   77  
Common stock, par value $ 0.0001 ; 3,000,000,000 shares authorized, 94,612,750 and 77,076,129 shares issued and outstanding as of December 31, 2025 and 2024, respectively
9,461   7,707  
Additional paid in capital 92,330,909   74,256,138  
Accumulated deficit ( 56,588,218 ) ( 54,082,484 )
Total stockholders’ equity 35,752,797   20,182,026  
Total liabilities and stockholders' equity $ 41,902,844   $ 37,837,435  

See accompanying notes to consolidated financial statements.
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Castellum, Inc. and Subsidiaries
Consolidated Statements of Operations

For the Year Ended December 31,
2025 2024 2023

Revenues $ 52,866,001   $ 44,764,852   $ 45,243,812  

Cost of revenues 33,497,144   26,498,437   26,568,485  

Gross profit 19,368,857   18,266,415   18,675,327  

Operating expenses:
Indirect costs 9,424,331   9,275,688   8,935,113  
Overhead 2,063,342   1,906,682   1,884,059  
General and administrative 10,695,746   14,328,672   17,697,886  
Goodwill impairment loss —   —   6,919,094  
(Gain) from change in fair value of contingent earnout —   —   ( 92,000 )
Total operating expenses 22,183,419   25,511,042   35,344,152  
Loss from operations before other income (expense) ( 2,814,562 ) ( 7,244,627 ) ( 16,668,825 )

Other income (expense):
Loss on induced conversion —   —   ( 300,000 )
Loss on extinguishment of debt —   ( 822,847 ) —  
Gain from sale of subsidiary —   39,234   —  
Gain (loss) from change in fair value of derivative liability 621,000   ( 725,600 ) 1,054,025  
Other income, net —   —   106,419  
Interest income (expense), net 3,250   ( 1,158,435 ) ( 3,248,914 )
Total other income (expense) 624,250   ( 2,667,648 ) ( 2,388,470 )
Loss from operations before (expense) benefit for income taxes ( 2,190,312 ) ( 9,912,275 ) ( 19,057,295 )
Income tax (expense) benefit ( 207,980 ) ( 68,032 ) 1,257,117  
Net loss ( 2,398,292 ) ( 9,980,307 ) ( 17,800,178 )
Less: preferred stock dividends 107,442   119,277   118,152  
Net loss to common shareholders $ ( 2,505,734 ) $ ( 10,099,584 ) $ ( 17,918,330 )

Net loss per share
Basic and diluted $ ( 0.03 ) $ ( 0.18 ) $ ( 0.38 )

Shares used in calculation of net loss per share
Basic and diluted 92,962,823 55,287,657 47,177,950

See accompanying notes to consolidated financial statements.
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Castellum, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

For the Year Ended December 31,
2025 2024 2023

Cash flows from operating activities:
Net loss $ ( 2,398,292 ) $ ( 9,980,307 ) $ ( 17,800,178 )
Adjustments to reconcile net loss to net cash provided (used in) by operating activities:
Depreciation and amortization 1,498,864   2,220,185   2,528,815  
Amortization of discounts, premiums and deferred cost —   1,118,194   2,265,061  
Share-based compensation 2,475,687   5,426,985   7,495,759  
Deferred tax provision —   —   ( 1,480,166 )
Gain on lease termination —   ( 9,225 ) —  
Gain on sale of reporting unit —   ( 39,234 ) —  

Goodwill impairment loss —   —   6,919,094  
Lease cost 275,913   286,572   218,314  

Change in fair value of contingent earnout —   —   ( 92,000 )
Change in fair value of derivative liabilities ( 621,000 ) 725,600   ( 1,054,025 )
Gain from timing difference on issuance of shares —   —   ( 107,491 )
Changes in assets and liabilities
Accounts receivable ( 2,620,686 ) 1,036,587   ( 1,187,118 )
Proceeds from factoring accounts receivable —   —   850,141  
Prepaid expenses and other current assets ( 118,594 ) ( 147,602 ) 75,614  
Contract asset and liabilities ( 298,558 ) ( 109,498 ) 96,785  

Lease liabilities ( 270,049 ) ( 269,518 ) ( 185,261 )
Accounts payable and accrued expenses 128,338   861,366   ( 807,791 )
Net cash (used in) provided by operating activities ( 1,948,377 ) 1,120,105   ( 2,264,447 )

Cash flows from investing activities:
Acquisition of business, cash paid to seller —   —   ( 485,739 )
Sale of subsidiary, cash received from buyer 92,218   279,207   —  
Cash paid to seller from factoring —   —   ( 411,975 )
Investment in Joint Ventures ( 100,250 ) —   —  
Acquisition of business, cash received from seller —   —   475,000  
Investment in captive insurance entity —   ( 54,534 ) —  

Purchases of fixed assets ( 151,741 ) ( 3,317 ) ( 18,271 )
Net cash (used in) provided by investing activities ( 159,773 ) 221,356   ( 440,985 )

Cash flows from financing activities:
Proceeds from revolving credit line —   1,374,919   325,000  
Payment of revolving line of credit ( 1,999,944 ) —   —  
Settlement of stock compensation in cash ( 128,207 ) —   —  
Payment of debt issuance costs ( 12,844 ) ( 64,219 ) ( 15,000 )
Proceeds from issuance of preferred and common stock, and regular warrants, net of issuance costs 15,299,817   12,052,704   126,000  
Proceeds from note payable —   —   1,200,000  
Proceeds from exercise of stock options 26,500   —   —  

Preferred stock dividend ( 107,442 ) ( 119,277 ) ( 118,152 )

Loss on induced conversion —   —   300,000  
Repayment of convertible note payable - related party —   ( 809,617 ) —  
Repayment of amounts due to seller ( 340,000 ) ( 730,000 ) ( 280,000 )
Repayment of notes payable ( 8,000,000 ) ( 2,621,764 ) ( 1,642,471 )
Net cash (used in) provided by financing activities 4,737,880   9,082,746   ( 104,623 )
Net increase (decrease) in cash 2,629,730   10,424,207   ( 2,810,055 )
Cash and restricted cash - beginning of period 12,255,048   1,830,841   4,640,896  
Cash and restricted cash - end of period $ 14,884,778   $ 12,255,048   $ 1,830,841  

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Supplemental disclosures:
Cash paid for interest $ 425,787   $ 794,361   $ 994,449  
Cash paid for income taxes $ 188,500   $ 47,315   $ 72,484  

Summary of noncash activities:
Extinguishment of debt discount - derivative liabilities $ —   $ —   $ 171,128  
Extinguishment of debt discount - debt issuance costs $ —   $ —   $ 8,034  
Debt discount on note payable $ —   $ —   $ 28,000  

Derivative liabilities incurred for note payable $ —   $ —   $ 421,000  
Extinguishment of derivative liability $ —   $ —   $ 33,375  

Derecognition of lease liability $ —   $ 396,388   $ —  
Derecognition of ROU asset $ —   $ 387,164   $ —  
Gain on lease termination $ —   $ 9,225   $ —  

See accompanying notes to consolidated financial statements.
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Castellum, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
Series A Preferred Series B Preferred Series C
Preferred Common Additional
Paid-In Capital Accumulated
Deficit Total
Shares Amount Shares Amount Shares Amount

Balances at December 31, 2022 5,875,000 $ 588   — $ —   770,000 $ 77   41,699,363 $ 4,170   $ 43,621,651   $ ( 26,094,570 ) $ 17,531,916  

Stock-based compensation - options — —  — —  — —  —  —  5,923,200   —  5,923,200  
Stock-based compensation - warrants — —  — —  — —  —  —  1,076,969   —  1,076,969  
Stock-based compensation - shares issued for services and Restricted stock — —  — —  — —  462,244 45   423,614   —  423,659  
Shares issued in acquisition of GTMR — —  — —  — —  4,866,570 487   5,304,075   —  5,304,562  
Extinguishment of Crom Note — —  — —  — —  556,250 56   589,944   —  590,000  
Loss on induced conversion — —  — —  — —  —  —  300,000   —  300,000  
Extinguishment of debt discount related to derivative liability — —  — —  — —  —  —  ( 171,128 ) —  ( 171,128 )
Extinguishment of debt discount related to debt issuance — —  — —  — —  —  —  ( 8,034 ) —  ( 8,034 )
Extinguishment of derivative liability — —  — —  — —  —  —  33,375   —  33,375  
Shares issued in private placement — —  — —  — —  63,000 6   125,994   —  126,000  
Shares issued as commitment shares in Crom Transaction — —  — —  — —  25,000 3   10,997   —  11,000  
Balance sheet reclassification adjustment (a) — —  — —  — —  —  —  ( 304,500 ) 30,000   ( 274,500 )
Net loss — —  — —  — —  —  —  —  ( 17,918,330 ) ( 17,918,330 )

Balances at December 31, 2023 5,875,000 $ 588   — $ —   770,000 $ 77   47,672,427 $ 4,767   $ 56,926,157   $ ( 43,982,900 ) $ 12,948,689  

Stock-based compensation - options — —  — —  — —  —  —  5,280,217   —  5,280,217  
Shares issued to institutional investor — —  — —  — —  5,357,487   536   755,231   —  755,767  
Sale of common stock, net of filing fees — —  — —  — —  13,828,701 1,382   6,465,973   —  6,467,355  
Private warrants issued to institutional investor — —  — —  — —  7,137,501 714   4,299,883   —  4,300,597  
Pre-funded warrants issued to institutional investor — —  — —  — —  3,080,013 308   528,677   —  528,985  
Net loss — —  — —  — —  —  —  —  ( 10,099,584 ) ( 10,099,584 )

Balances at December 31, 2024 5,875,000 $ 588   — $ —   770,000 $ 77   77,076,129 $ 7,707   $ 74,256,138   $ ( 54,082,484 ) $ 20,182,026  

Stock-based compensation - options — —  — —  — —  —  —  2,475,687   —  2,475,687  
Exercise of stock options — —  — —  — —  235,028   23   26,477   —  26,500  
Sale of common stock, net of filing fees — —  — —  — —  8,666,667   867   8,465,468   —  8,466,335  
Private warrants issued to institutional investor — —  — —  — —  2,000,000   200   699,800   —  700,000  
Warrants exercised, net of filing fees — —  — —  — —  6,509,926   651   6,132,831   —  6,133,482  
Series C Conversion — —  — —  ( 200,000 ) ( 20 ) 125,000   13   8   —  1  

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Balance sheet reclassification adjustment (a) — —  — —  — —  — —  274,500   —  274,500  
Net loss — —  — —  — —  —  —  —  ( 2,505,734 ) ( 2,505,734 )

Balances at December 31, 2025 5,875,000 $ 588   — $ —   570,000 $ 57   94,612,750 $ 9,461   $ 92,330,909   $ ( 56,588,218 ) $ 35,752,797  

(a) In the second quarter of 2023, the Company made an immaterial balance sheet reclassification to reduce additional paid in capital by $ 304,500 and to increase the obligation to issue common shares account and the accumulated deficit account by $ 274,500 and $ 30,000 , respectively. These immaterial amounts are also reflected in the Company's Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and the Consolidated Statement of Changes in Stockholders' Equity.
See accompanying notes to consolidated financial statements.
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Castellum, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1: Nature of Operations
Castellum, Inc. (the “Company”) is focused on building a large, successful technology company in the areas of information technology, electronic warfare, information warfare and cybersecurity with businesses in the governmental and commercial markets. Services include intelligence analysis, software development, software engineering, program management, strategic planning, information assurance and cybersecurity and policy along with analysis support. These services, which largely focus on securing data and establishing related policies, are applicable to customers in the federal government, financial services, healthcare, and other users of large data applications. The services can be delivered to legacy, customer owned networks, or customers who rely upon cloud-based infrastructures. The Company has worked with multiple business brokers and contacts within their business network to identify potential acquisitions.
Bayberry Acquisition Corporation (“Bayberry”) was a wholly owned subsidiary of the Company. Following the acquisition, Bayberry’s management assumed leadership roles within the Company. The transaction was accounted for as a reverse merger, and Bayberry was determined to be the accounting acquirer.
Corvus Consulting, LLC (“Corvus”), acquired in November 2019, is a wholly owned subsidiary of the Company. Corvus provides scientific, engineering, technical, operational support, and training services to federal government and commercial clients. Corvus focuses on Cyberspace Operations, Electronic Warfare, Information Operations, Intelligence and Joint/Electromagnetic Spectrum Operations. The specialties of Corvus range from high-level policy development and Congressional liaison to requirements analysis, DOTMLPF-p development assistance and design services for hardware and software systems fulfilling the mission needs of the Department of Defense and Intelligence Communities.
The Company entered into a definitive merger agreement with Mainnerve Federal Services, Inc. dba MFSI Government Group, a Delaware corporation (“MFSI”), effective as of January 1, 2021. This acquisition closed on February 11, 2021. MFSI, a government contractor, has built strong relationships with numerous customers, in the software engineering and IT arena. MFSI provides services in data security and operations for Army, Navy and Intelligence Community clients, and currently works as a software engineering/development, database administration and data analytics subcontractor. The Company entered into a stock purchase agreement to sell MFSI (the “MFSI Divestiture”) on September 11, 2024.
The Company acquired Merrison Technologies, LLC, a Virginia limited liability company (“Merrison”), on August 5, 2021. Merrison, is a government contractor with expertise in software engineering and IT in the classified arena. Effective December 1, 2023, all operations, contracts and employees were merged into Corvus and Merrison was dissolved with the Virginia Secretary of State.
Specialty Systems, Inc. (“SSI”) was acquired August 12, 2021. SSI is a New Jersey based government contractor that provides critical mission support to the Navy at Joint Base McGuire-Dix-Lakehurst in the areas of software engineering, cyber security, systems engineering, program support, and network engineering.

The Company acquired certain business assets from The Albers Group, LLC located in Pax River, Maryland (“Pax River”) which closed on November 16, 2021 in an asset purchase for up to 550,000 shares of common stock and cash of $ 200,000 paid monthly over a 10-month period starting February 2022 upon the satisfaction of conditions in the acquisition agreement.

The Company acquired Lexington Solutions Group, LLC (“LSG”), on April 15, 2022. LSG is a government contractor with a wide range of national security, strategic communication, and management consulting services.

The Company acquired Global Technologies Management Resources, Inc. (“GTMR”) on March 23, 2023. GTMR is a government contractor based in Hollywood, Maryland near Naval Air Station Patuxent River.

Note 2: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).
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Principles of Consolidation
The consolidated financial statements include the accounts of Castellum, Inc. and its subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. Castellum, Inc. owns 100 % of GTMR, Corvus, MFSI (until its sale on September 11, 2024), Merrison (until dissolved as of December 1, 2023), and SSI.
The Company applies the guidance of Topic 805  Business Combinations  of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”).
The Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets acquired was first attributed to identified intangible assets and the remainder of the difference was applied to goodwill.
Business Segments
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, the Chief Executive Officer, reviews consolidated results of operations to make decisions. The Company maintains one operating and reportable segment, which is the delivery of products and services in the areas of information technology, electronic warfare, information warfare and cybersecurity in the governmental and commercial markets.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principle (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Restricted Cash

Cash consists of cash and demand deposits with an original maturity of three months or less. The Company maintains cash balances in excess of the FDIC insured limit at a single bank. The Company does not consider this risk to be material.

Effective August 15, 2024, the Company modified the terms of the New Live Oak Revolver with Live Oak Bank. Under the terms of the modified agreement, the Company was required to (i) establish a collateral account with a balance of not less than $ 250,000 until such time as the senior debt service covenant is replaced by a total debt service covenant of 1.15 :1.00 at which time funds shall be released at lender's sole discretion, (ii) modified the frequency of the reporting of the borrowing base certificate from once a month to twice a month, and (iii) reduced the borrowing capacity from $ 4,000,000 to $ 2,000,000 . The Company held $ 250,000 in restricted cash as of December 31, 2024. The Company fully repaid and terminated the New Live Oak Revolver in 2025 and holds $ 0 in restricted cash with Live Oak bank as of December 31, 2025.
Fixed Assets and Long-Lived Assets, Including Intangible Assets and Goodwill
Fixed assets are stated at cost. Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the assets, which range from three to 15 years for all classes of fixed assets.
ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04  Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment  effective April 1, 2017.
The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.
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Intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets capitalized as of December 31, 2025 represent the valuation of the Company’s customer relationships, trade names, backlog and non-compete agreements which were acquired in the acquisitions. These intangible assets are being amortized on either the straight-line basis over their estimated average useful lives (certain trademarks, tradenames, backlog and non-compete agreements) or are being amortized based on the present value of the future cash flows (customer relationships, certain tradenames, backlog, and non-compete agreements). Amortization expense of the intangible assets runs through March 2038.
The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:
1. Significant underperformance relative to expected historical or projected future operating results;
2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3. Significant negative industry or economic trends.
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on fair value. Si gnificant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

When the Company acquires a controlling financial interest through a business combination, the Company uses the acquisition method of accounting to allocate the purchase consideration to the assets acquired and liabilities assumed, which are recorded at fair value. Any excess of purchase consideration over the net fair value of the net assets acquired is recognized as goodwill.

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 and requiring goodwill impairment testing for each of its reporting units as of September 30, 2023. Management elected to bypass a qualitative assessment and performed a quantitative assessment, including a market capitalization reconciliation, to evaluate the performance of its reporting units. The impairment assessment resulted in a noncash goodwill impairment charge related to all three reporting units totaling $ 6,919,094 .

During 2024 and 2025, the Company has noted no indicator or triggering events that demonstrate it is more-likely-than-not our goodwill may be impaired.
Subsequent Events
Subsequent events were evaluated through March 9, 2025, the date the consolidated financial statements for the year ended December 31, 2025 were issued .
Revenue Recognition
The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ ASC 606” ) .

The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met.

The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue.

Revenue is derived primarily from services provided to the federal government. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the customer. The Company also evaluates whether two or more agreements should be accounted for as one single contract.

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When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. The Company estimates variable consideration as the most likely amount to which the Company expects to be entitled limited to the extent that it is probable that a significant reversal will not occur in a subsequent period.

At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. For most contracts, the customers require the Company to perform several tasks in providing an integrated output and, hence, each of these contracts are deemed as having only one performance obligation. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.

This evaluation requires professional judgment, and it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, the Company generally uses the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between when payment by the client and the transfer of promised services to the client occur will be less than one year.

The Company currently generates its revenue from three different types of contractual arrangements: cost plus fixed fee (“CPFF”), firm-fixed-price contracts (“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. The selection of the method used to measure progress requires judgment and is dependent on the contract type and the nature of the goods or services to be provided.

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 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. 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. 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.

Revenue generated from the Company’s FFP contracts is recognized over time as performance obligations are satisfied, based on the transfer of control to the customer. Revenue is generally recognized using an input method based on labor hours or costs incurred relative to total estimated costs. Most contracts do not include significant variable consideration, and contract modifications are generally minimal. Accordingly, the Company’s election of available transition practical expedients did not have a material impact on revenue recognition.

Revenue generated from contracts with federal, state, and local governments is primarily recognized over time. Under CPFF and time-and-materials T&M contracts, the Company performs services as directed by the customer and generally bills semi-monthly based on labor hours expended. Certain government software development contracts include defined deliverables and are structured as FFP arrangements, which are generally billed as performance obligations are satisfied.

Revenue recognition under FFP contracts requires judgment in allocating the transaction price to performance obligations and estimating total expected costs. Contract terms may extend up to five years .

Contract accounting requires judgment relative to assessing risks and estimating contract revenue and costs and assumptions for schedule and technical issues. Due to the size and nature of contracts, estimates of revenue and costs are subject to a number of variables. For contract change orders, claims or similar items, judgment is required for estimating the amounts, assessing the potential for realization and determining whether realization is probable. Estimates of total contract revenue and costs are continuously monitored during the term of the contract and are subject to revision as the contract progresses. From time to time, facts develop that require revisions of revenue recognized or cost estimates. To the extent that a revised estimate affects the current or an earlier period, the cumulative effect of the revision is recognized in
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the period in which the facts requiring the revision become known. When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers. The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.
The following table disaggregates the Company’s revenue by contract type for the years ended December 31:

2025 2024 2023
Revenue:
Time and material $ 16,987,361   $ 24,483,023   $ 25,631,786  
Firm fixed price 2,639,429   2,804,574   3,129,520  
Cost plus fixed fee 33,239,211   17,477,255   16,482,505  

Total $ 52,866,001   $ 44,764,852   $ 45,243,811  

Contract Balances

Contract assets include unbilled amounts typically resulting from FFP contracts when the revenue recognized exceeds the amounts billed to the customer on uncompleted contracts. Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted contracts. Contract assets were $ 160,649 at January 1, 2024 and $ 270,147 at December 31, 2024. Contract assets were $ 270,147 at January 1, 2025 and $ 568,705 at December 31, 2025. The change in contract assets during the year primarily reflects the timing of billings compared to revenue recognition, including increased activity near period end and normal billing cycle differences. Contract assets are transferred to accounts receivable when the Company’s right to consideration becomes unconditional.
In accordance with industry practice, contract assets and liabilities related to costs and estimated earnings in excess of billings on uncompleted contracts, and billings in excess of costs and estimated earnings on uncompleted contracts, have been classified as current. The contract cycle for certain long-term contracts may extend beyond one year; thus, collection of the amounts related to these contracts may extend beyond one year.

Derivative Financial Instruments

Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of certain of the convertible instruments are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Valuations derived from various models are subject to ongoing internal and external verification and review. The model used incorporates market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss).

Under current GAAP, an equity-linked financial instrument that otherwise is not required to be classified as a liability under the guidance Distinguishing Liabilities from Equity (Topic 480) is evaluated under the guidance in Topic 815, Derivatives and Hedging , to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting.

Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), a reporting entity is required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

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The amendments in this accounting standards update revise the guidance for instruments with embedded features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting.
Accounts Receivable and Concentration of Credit Risk
An allowance for credit losses is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable; however, United States (“U.S.”) government agencies may pay interest on invoices outstanding more than 30 days. Interest income is recorded when received. As of December 31, 2025 and 2024, management did not consider an allowance for credit losses is necessary.
The Company’s customer base is concentrated with a relatively small number of customers. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations on its customers’ financial condition. The Company establishes allowances for credit losses based upon factors surrounding the credit risk of customers, historical trends, and other information.
For the years ended December 31, 2025, 2024, and 2023, the Company had three customers represent 73 %, 47 %, and 52 % of revenue earned, respectively. Any customer that represents 10% or greater of total revenue represents a risk. The Company has three customers that represent 73 % of the total accounts receivable as of December 31, 2025 and four customers that represented 65 % of the total accounts receivable as of December 31, 2024.
Investment in Joint Ventures/Captive Insurance Entity

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 in a captive insurance company. In June 2025, the Company transitioned to a fully insured healthcare model. The equity investment is expected to be returned to the Company and is included in Accounts Receivable on the Consolidated Balance Sheets.

During 2025, the Company made a cash investment of $ 100,000 in a joint venture in which it holds a minority ownership interest. In addition, the Company made an immaterial investment of $ 250 in a separate joint venture. The Company does not control either entity and accounts for these investments under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures. As of December 31, 2025, the carrying value of the Company’s investments in joint ventures was $ 100,250 , which is included in Investment in Joint Ventures/Captive Insurance Entity on the Consolidated Balance Sheets.

The Company has no obligation to provide additional funding and has not guaranteed any obligations of the joint ventures.
Accounting for Income Taxes
Income taxes are accounted for under the asset and liability method. We estimate our income taxes in each of the jurisdictions where the Company operates. This process involves estimating our current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning strategies.

We are subject to income taxes in the federal and state tax jurisdictions based upon our business operations in those jurisdictions. Significant judgment is required in evaluating uncertain tax positions. We record uncertain tax positions in accordance with ASC 740-10 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and (2) with respect to those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. Management evaluates its tax positions on a quarterly basis.
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The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities, generally for three years after they were filed.

One Big Beautiful Bill Act On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), was enacted in the U.S. which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), and provisions allowing accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The legislation's enactment did not materially impact our effective income tax rate or cash tax position.

The Company accounts for income taxes under ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an entity's unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's unaudited condensed financial statements.
Share-Based Compensation
The Company follows ASC 718  Compensation – Stock Compensation  and has adopted ASU 2017-09  Compensation – Stock Compensation (“Topic 718”) Scope of Modification Accounting . The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. The Company recognizes these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants.
The Company adopted ASU 2016-09  Improvements to Employee Share-Based Payment Accounting . Cash paid when shares are directly withheld for tax withholding purposes is classified as a financing activity in the statement of cash flows.
Fair Value of Financial Instruments
ASC 825  Financial Instruments  requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, approximate fair value because of the short-term maturity of those instruments. The fair value of debt reflects the price at which the debt instrument would transact between market participants, in an orderly transaction at the measurement date. The fair value of the equity consideration from business combinations are measured using the price of our common stock at the measurement date, along with applying an appropriate discount for lack of marketability. For contingent liabilities from business combinations, the fair value is measured on the acquisition date using an option pricing model. The Company does not utilize derivative instruments for hedging purposes.
Loss Per Share of Common Stock
Basic net loss per common share is computed using the weighted average number of common shares outstanding, as well as a warrant to purchase 1,080,717 shares of common stock for a total aggregate exercise price of $ 1 granted in connection with the $ 5,600,000 note payable maturing August 31, 2026, as the cash consideration for the holder/grantee to receive common shares was determined to be nonsubstantive. As of December 31, 2025, these warrants have been fully exercised and are no longer included in the calculation. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and all other warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. The Company subtracts dividends on preferred stock when calculating loss per share.
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Recent Accounting Pronouncements

On November 4, 2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40). ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 will be effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09; however, we do not expect the standard will have a material impact on the company’s consolidated financial position, results of operations, and/or cash flows.

The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of such change to its Financial Statements and assures that there are proper controls in place to ascertain that the Company's Financial Statements properly reflect the change. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

Note 3: Acquisition and Disposition
The Company has completed the following acquisition and disposition to achieve its business purposes as discussed in Note 1 :
GTMR

On March 22, 2023, the Company entered into an agreement and plan of merger with GTMR. This acquisition was accounted for as a business combination whereby GTMR became a 100 % owned subsidiary of the Company (the “GTMR Acquisition”). The Company acquired GTMR to expand our capabilities, increase market share, gain access to new contracts, and achieve cost efficiencies through synergies and economies of scale.

As the acquisition was an equity acquisition of GTMR, certain assets of the acquisition (intangible assets and goodwill) are not considered deductible for tax purposes.

The following represents the preliminary assets and liabilities acquired in this acquisition:

March 31, 2023 Adjustments December 31, 2023
Cash $ 475,000   $ —   $ 475,000  
Accounts receivable and other receivables 1,380,203   ( 9,384 ) 1,370,819  
Income tax receivable 155,449   ( 127,992 ) 27,457  
Prepaid expenses 116,892   ( 30,856 ) 86,036  
Other assets 17,182   —   17,182  
Furniture and equipment 163,301   103,760   267,061  
Right of use asset - operating lease —   641,392   641,392  
Customer relationships 2,426,000   —   2,426,000  
Right of use - finance lease —   17,456   17,456  
Tradename 517,000   —   517,000  
Backlog 1,774,000   —   1,774,000  
Goodwill 1,822,466   279,571   2,102,037  
Deferred tax liability ( 1,244,368 ) ( 242,093 ) ( 1,486,461 )
Lease liability - operating lease ( 17,608 ) ( 603,799 ) ( 621,407 )
Lease liability - finance lease —   ( 12,549 ) ( 12,549 )
Accounts payable and accrued expenses ( 1,030,957 ) 141,341   ( 889,616 )
Net assets acquired $ 6,554,560   $ 156,847   $ 6,711,407  

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The consideration paid for GTMR was as follows:

Cash $ 470,233  
Due to Seller 350,000  
Other consideration 17,791  
Cash from factoring 411,975  
Common stock 5,304,561  
Accounts receivable note 156,847  
Total consideration paid $ 6,711,407  

The GTMR Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the GTMR Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. To determine the fair values of tangible and intangible assets acquired and liabilities assumed for GTMR, we engaged a third-party independent valuation specialist. Intangible assets, which are primarily comprised of customer relationships and backlog, were valued using the excess earnings discounted cash flow method. On the date of the acquisition, the Company simultaneously factored $ 411,975 of the accounts receivable from GTMR to finance the acquisition.

The Company had received a preliminary valuation from its specialist and recorded the value of the assets and liabilities acquired based on historical inputs and data as of March 22, 2023. The allocation of the purchase price is based on the best information available. The Company paid $ 185,896 in transaction costs of GTMR, which was excluded from the purchase price and issued an accounts receivabl e note (“Accounts Receivable Note”) and held back $ 240,000 , the details for which have been discussed in amounts due to seller in Note 10 .

During the measurement period (which is the period required to o btain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The measurement period for the GTMR Acquisition closed on March 22, 2024, and there were no further adjustments.

During the measurement period, the Company recorded several adjustments to goodwill as a result of GTMR's adoption of ASC 842, tax adjustments, and an update to the fair value of acquired furniture and equipment. These measurement period adjustments were subsequently identified as a result of the completion of third party accounting assistance.

MFSI

On September 11, 2024, the Company entered into a stock purchase agreement with Lead-Risk Millenia, LLC (the "Buyer") for the sale of one of its subsidiaries, MFSI (the "MFSI Divestiture"). The stock purchase agreement, approved by the Board of Directors on September 13, 2024, was for the purchase and sale of 100 % of the issued and outstanding stock of MFSI, which became effective on September 16, 2024. The stock purchase agreement requires an initial cash payment of $ 15,000 . Additionally, the Company will receive future consideration equal to 6 % of all revenue generated by MFSI until September 30, 2029, or until total payments reach $ 705,000 , whichever comes first. As part of the MFSI Divestiture, the Company retained all of MFSI's cash deposits and accounts receivable in excess of $ 150,000 .

Management estimated the present value of future consideration to be received, recognizing short and long term components of a receivable, which we will accrete over time and reassess periodically. An 8.5 % discount rate was applied to calculate the present value of the receivable, totaling $ 296,009 ("Anticipated Receivable"). The Company recorded a gain of $ 39,234 from the MFSI Divestiture. The balance of the Anticipated Receivable, accounts receivable in excess of $ 150,000 , and any payments made by the Company on behalf of the Buyer, are reflected in Due from Buyer on the Consolidated Balance Sheets. As of December 31, 2025, the balance of the Anticipated Receivable was $ 135,466 reflecting payments received to date.

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After considering qualitative and quantitative aspects of MFSI and its sale relative to the Guidance of ASC 205-20, Presentation of Financial Statements - Discontinued Operations, Management concluded MFSI should not be reported or disclosed as a discontinued operation. Further, because MFSI represented less than 5 % of the total revenue for the Company, and as such was immaterial to the Company's financial statements, pro forma financial statements are not required.

Note 4: Fixed Assets
Fixed assets consisted of the following as of December 31:

2025 2024
Equipment and software $ 357,160   $ 261,408  
Furniture 43,119   43,119  
Automobile 56,020   43,928  
Leasehold improvements 192,959   192,959  
Total fixed assets 649,258   541,414  
Accumulated depreciation ( 418,122 ) ( 385,303 )
Fixed assets, net $ 231,136   $ 156,111  

Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $ 76,716 , $ 157,376 , and $ 148,512 respectively.

Note 5: Intangible Assets and Goodwill
Intangible assets consisted of the following as of December 31, 2025 and December 31, 2024:

December 31, 2025
Gross carrying value Accumulated Amortization Net carrying value
Customer relationships 4.5 – 15 years
$ 11,613,000   $ ( 7,597,845 ) $ 4,015,155  
Trade name 15 years 783,000   ( 503,758 ) 279,242  
Trademark 10 years 533,864   ( 238,779 ) 295,085  
Backlog 3 years 3,210,000   ( 2,431,880 ) 778,120  
Non-compete agreement 2 years 680,000   ( 676,000 ) 4,000  
$ 16,819,864   $ ( 11,448,262 ) $ 5,371,602  

December 31, 2024
Customer relationships 4.5 – 15 years
$ 11,613,000   $ ( 6,736,666 ) $ 4,876,334  
Trade name 4.5 years 783,000   ( 449,319 ) 333,681  
Trademark 15 years 533,864   ( 195,862 ) 338,002  
Backlog 2 years 3,210,000   ( 1,984,267 ) 1,225,733  
Non-compete agreement 3 - 4 years
680,000   ( 660,000 ) 20,000  
$ 16,819,864   $ ( 10,026,114 ) $ 6,793,750  

The intangible assets, with the exception of the trademarks, were recorded as part of the acquisitions of Corvus, MFSI, Merrison, LSG, SSI, and GTMR. The intangible assets associated with MFSI were properly derecognized upon the sale of MFSI. Amortization expense for the years ended December 31, 2025, 2024, and 2023 was $ 1,422,148 , $ 2,062,809 , and $ 2,380,303 respectively, and the intangible assets are being amortized based on the estimated future lives as noted above.
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Future amortization of the intangible assets for the next five years as of December 31 are as follows:

2026 $ 1,218,182  
2027 1,014,558  
2028 528,784  
2029 441,568  
2030 378,363  
Thereafter 1,790,147  
Total $ 5,371,602  

The following table presents changes to goodwill for the years ended December 31, 2025 and 2024 for each reporting unit:

Corvus SSI MFSI Total

December 31, 2023 $ 1,958,741   $ 8,718,093   $ 40,073   $ 10,716,907  

Goodwill removed through disposition —   —   ( 40,073 ) ( 40,073 )
December 31, 2024 1,958,741   8,718,093   —   10,676,834  

December 31, 2025 $ 1,958,741   $ 8,718,093   $ —   $ 10,676,834  

Note 6: Convertible Promissory Notes – Related Party
The Company has no convertible promissory notes with related parties as of December 31, 2025 and 2024. Interest expense which includes amortization of discount and premium for the years ended December 31, 2025, 2024 and 2023 was $ — , $ 209,622 , and $ 1,399,262 , respectively. The amount of the debt discount recorded related to the conversion feature granted to the note holder was evaluated for characteristics of liability or equity and was determined to be equity under ASC 470 and ASC 480. The Company recognized this as additional paid in capital, and the discount was being amortized over the life of the note.
On February 22, 2024, the Company entered into an agreement to amend the related party convertible promissory note with the Buckhout Charitable Remainder Trust (Laurie Buckhout – Trustee) (the “BCRT”), resulting in the elimination of the convertible discount feature, change in the interest rate, extension of the term, and change in the payoff schedule. As part of this amendment, a partial payment of $ 809,617 was made on the date of the agreement, resulting in an outstanding balance of $ 2,400,000 as of that date. The change in terms of the note were evaluated for characteristics of modification or extinguishment, and it was determined that under ASC 470, the debt amendment was considered to be an extinguishment, thus the amended note is considered a new note. As of February 22, 2024, the remaining unamortized carrying value of the convertible discount feature was $ 761,783 , which was treated as a loss on debt extinguishment on the income statement. Concurrent with this amendment, we determined that the trustee of the BCRT Remainder Trust (who resigned as an officer of the Company) is no longer a related party to the Company. See Note 7 , "Notes Payable" for more information about the terms of the new note.

Note 7: Notes Payable
The Company entered into notes payable as follows as of December 31:

2025 2024

Note payable at 7.5 % dated February 22, 2024, maturing August 31, 2026 (a)
—   6,000,000  

Promissory note payable (b) —   2,000,000  

Total Notes Payable $ —   $ 8,000,000  

(a) On February 22, 2024, as a result of amending two note payables with Robert Eisiminger, the Company entered into the 2024 Eisiminger Note, with a principal balance of $ 6,000,000 , maturing on August 31, 2026, and bearing interest at 7.5 % per annum until February 1, 2025, and at 8 % per annum thereafter. As of December 31, 2025, the Company fully repaid this note.
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(b) On February 22, 2024, the Company and the BCRT entered into a new note payable in the principal amount of $ 2,400,000 (the "Buckhout February 2024 Note") maturing on August 31, 2026, and bearing interest at 5 % per annum through January 1, 2025, 8 % per annum through January 1, 2026, and 12 % per annum thereafter. The principal amount was to be amortized at the rate of $ 100,000 per month, commencing in September 2024 until the final payment was made in August 2026. The terms of the Buckhout February 2024 Note did not permit the principal amount to be converted into common stock. Refer to Note 6 , "Convertible Promissory Notes - Related Party" for relevant information regarding the previous note with the BCRT. As of December 31, 2025, the Company fully repaid this note.
Interest expense, which includes amortization of discount, for the years ended December 31, 2025, 2024, and 2023 was $ 385,912 , $ 706,054 , and $ 1,732,265 , respectively.

Note 8: Note Payable – Related Party
The Company entered into a note payable – related party as follows as of December 31:

2025 2024
Note payable at 5 % due March 31, 2026, in connection with the acquisition of SSI
$ 400,000   $ 400,000  

Interest expense for the years ended December 31, 2025, 2024, and 2023 was $ 20,000 .

On February 16, 2024, the Company entered into a letter agreement to (i) extend the maturity date from December 31, 2024 to August 1, 2025 and (ii) require subsequent monthly principal payments of $ 50,000 for eight months commencing on the maturity date, with the final payment by March 31, 2026. On August 1, 2025, the Company further extended the maturity date to March 1, 2026, maintaining the $ 50,000 monthly amortization for eight months beginning in March 2026. All other terms of the note payable remain unchanged. As a result, $ 400,000 is reflected in current liabilities.

On February 11, 2026, the Company fully repaid the note payable. See Note 17 , “Subsequent Events” for further information.

Note 9: Revolving Credit Facility

On April 4, 2022, the Company secured a $ 950,000 revolving credit facility with Live Oak Banking Company ("Live Oak Bank" and the “Revolving Credit Facility”). The Revolving Credit Facility was to mature on March 28, 2029, and draws on it were charged interest at the rate of prime plus 2.75 % per annum. Interest is payable monthly. As of December 31, 2023, the Company had $ 625,025 outstanding on the Revolving Credit Facility.

On February 22, 2024 the Company entered into a $ 4,000,000 revolving credit facility with Live Oak Bank that bears interest at prime plus 2 % interest and matures on February 22, 2025 (the “New Live Oak Revolver"). The New Live Oak Revolver replaces the Revolving Credit Facility. The Company rolled over the principal balance outstanding of approximately $ 625,000 on the Revolving Credit Facility and was advanced an additional amount of $ 904,793 , the majority of which was used to make the partial payment on the convertible promissory note with the BCRT. See Note 6 , "Convertible Promissory Notes - Related Party".

Effective August 15, 2024, the Company modified the terms of the New Live Oak Revolver with Live Oak Bank. Under the terms of the modified agreement, the Company is required to (i) establish a collateral account with a balance of not less than $ 250,000 until such time as the senior debt service covenant is replaced by a total debt service covenant of 1.15 :1.00 at which time funds shall be released at lender's sole discretion, (ii) modified the frequency of the reporting of the borrowing base certificate from once a month to twice a month, and (iii) reduced the borrowing capacity from $ 4,000,000 to $ 2,000,000 .

On February 13, 2025, the Company fully repaid its outstanding line of credit with Live Oak Bank in the amount of $ 1,989,986 . Following this payment, the line of credit was closed and the restricted cash was released to the Company’s checking account. The Company has no remaining obligations under this facility.
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Note 10: Due To Seller

As part of the acquisition of SSI (the "SSI Acquisition"), the Company was obligated to pay an earnout contingent on the results of operations of SSI through August 2023. On February 15, 2024, the Company entered into an agreement with the former shareholders of SSI concerning the amount and timing of the contingent earnout included in total consideration for the SSI Acquisition in August 12, 2021. The parties agreed to settle the amount for a total of $ 720,000 , consisting of an initial payment of $ 180,000 made by the Company upon execution of the agreement, followed by monthly payments of $ 20,000 plus interest at 5 % per annum for 27 months beginning in March 2024. In November 2025, the balance was fully paid off.

Note 11: Stockholders’ Equity (Deficit)
Preferred Stock
The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A preferred stock, Series B preferred stock and Series C preferred stock. The Series B preferred stock was fully converted into common stock during 2022, and as such, there is no outstanding Series B preferred stock as of December 31, 2025.
Series A Preferred Stock
The Company has designated 10,000,000 shares of Series A preferred stock, par value of $ 0.0001 .

On April 7, 2022, the Company amended the certificate of designation for its Series A preferred stock to (a) provide for an annualized dividend of $ 0.0125 per share to be paid monthly; (b) amend the conversion ratio for each share of Series A preferred stock to convert into 0.1 share of common stock instead of 1.0 share of common stock; and (c) provide for the Company to have the option to repurchase the Series A preferred stock at any time at a price of $ 1 per share.

As of December 31, 2025 and December 31, 2024, the Company had 5,875,000 shares of Series A preferred stock issued and outstanding, respectively, convertible into 587,500 shares of common stock. The 5,875,000 shares were issued to former officers of the Company in settlement of debt. For the year ended December 31, 2023, the Company had preferred stock dividends recognized of $ 118,152 , of which $ 72,624 was related to Series A Preferred Stock dividends. For the years ended December 31, 2025 and 2024, the Company recognized total preferred stock dividends of $ 107,442 and $ 119,277 , respectively, of which $ 73,077 in each year related to Series A preferred stock dividends.
Series B Preferred Stock
The Company has designated 10,000,000 shares of Series B preferred stock, par value of $ 0.0001 . On October 17, 2022 the Company issued a total of 15,375,000 shares of common stock in connection with the conversion of all of its Series B preferred shares outstanding in connection with its public offering. As of December 31, 2025 and December 31, 2024, the Company had no shares of Series B preferred stock issued and outstanding.
Series C Preferred Stock
The Company has designated 10,000,000 shares of Series C preferred stock, par value of $ 0.0001 (effective July 19, 2021). In the year ended December 31, 2024, the Company raised $ 150,000 for 150,000 shares of Series C preferred stock along with 300,000 common shares. Each share of the Series C preferred stock is convertible into 0.625 common shares, and the Series C preferred stock pays a $ 0.06 dividend per Series C preferred share per year. The dividend commenced accruing when the Series C preferred shares were fully designated and issued.

For the year ended December 31, 2025, the Company has total preferred stock dividends recognized of $ 107,442 of which $ 34,365 is related to Series C preferred stock dividends. The Series C preferred stockholders under their subscription agreements were issued 0.1 common shares per Series C preferred share for their investment. As a result, as of December 31, 2024, 770,000 shares of Series C preferred stock have been issued. On January 3 and January 8, 2025, two holders of the Company’s Series C preferred stock, converted an aggregate of 200,000 shares of Series C preferred stock to 125,000 shares of common stock at a conversion rate of 0.625 shares of common stock per share of Series C preferred stock. As of December 31, 2025, 570,000 shares of Series C preferred stock is outstanding.

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Common Stock
The Company has 3,000,000,000 shares of common stock, par value $ 0.0001 authorized. The Company had 94,612,750 and 77,076,129 shares issued and outstanding as of December 31, 2025 and 2024, respectively. The holders of the Company’s Common Stock are entitled to one vote for each share of common stock held.
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 January 25, 2024 the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $ 0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $ 2.7  million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $ 0.319 per Pre-funded Warrant and are exercisable at a price of $ 0.001 per share.

In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants had an exercise price of $ 0.35 and were exercisable to purchase an aggregate of 8,437,501 shares of common stock. The Regular Warrants were exercisable for five years . The shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares were being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2023, and a related prospectus supplement dated January 25, 2024, related to the Registered Offering. The Registered Offering closed on January 29, 2024. All Pre-funded and Regular Warrants have been exercised as of December 31, 2025.

On January 3, 2025, a member of the Company’s Board of Directors (“Board”), exercised 110,028 stock options at $ 0.21 per share for 110,028 shares of common stock. On August 21, 2025, a member of the Company's Board exercised 125,000 stock options at $ 0.21 per share for 125,000 shares of common stock.

In January 2025, two holders of the Company’s Series C preferred stock, converted 200,000 shares of Series C preferred stock into 125,000 shares of common stock at a conversion rate of 0.625 shares of common stock per share of Series C preferred stock.

On February 12, 2025, an investor exercised an aggregate of 1,080,717 warrants to purchase 1,080,717 shares of the Company’s common stock which resulted in proceeds to the Company of $ 1 . Prior to this exercise, the treatment of these warrants was evaluated under ASC 260-10, Earnings Per Share — Overall. Under this guidance, shares issuable for little or no cash consideration are considered outstanding common shares and are included in the computation of basic earnings per share from the date they are granted. Accordingly, the exercise of these warrants does not impact the Company's earnings per share calculation.

On January 10, 2025, the Company filed a universal shelf registration on Form S-3 (File No. 333-284205), which was declared effective by the SEC on January 24, 2025, pursuant to which the Company may offer and sell up to $ 100,000,000 of equity and debt securities.

On March 19, 2025, the Company closed on the March 2025 Public Offering of 4,500,000 Units 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 were immediately exercisable at $ 1.08 per share and expired 60 days from the date of
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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 Offering for working capital and general corporate purposes.

On June 13, 2025, the Company closed on the June 2025 Public Offering of 4,166,667 Units 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 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 used the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes.

As of December 31, 2025, 1,755,543 of the March 2025 Warrants issued were exercised at $ 1.08 per share, for gross proceeds of $ 1.90 million before deducting placement agent fees. The remaining 2,744,457 March 2025 Warrants have expired as of December 31, 2025.

As of December 31, 2025, 3,673,666 of the June 2025 Warrants issued were exercised at $ 1.22 per share, for gross proceeds of $ 4.48 million before deducting placement agent fees. The remaining 493,001 June 2025 Warrants have expired as of December 31, 2025.
D uring the year ended December 31, 2025, the Company recorded an obligation to issue 515,464 restricted shares of common stock, that vest ratably over a period of one year , to its Board for their service on the Board from January 1, 2024, through June 30, 2024. The total expense booked to record this obligation was $ 146,768 . On June 11, 2025, the Board agreed to a cash payment totaling $ 146,700 , which was paid out on June 17, 2025, and the obligation to issue shares was reduced to zero .

During the twelve months ended December 31, 2025, 17,536,622 shares of common stock were issued related to the stock option exercises, March 2025 Public Offering and June 2025 Public Offering, for common stock, along with the warrant exercises noted below.
Warrants

The Pre-funded Warrants were immediately exercisable and do not have an expiration date. As noted above, the Company sold Pre-funded Warrants to purchase up to an aggregate of 3,193,534 shares of common stock at an offering price of $ 0.319 per Pre-funded Warrant, which are exercisable at a price of $ 0.001 per share. As of December 31, 2025, all Pre-funded Warrants have been exercised.

The Regular Warrants became exercisable on March 20, 2024, upon effectiveness of shareholder approval which was obtained on February 12, 2024. The Regular Warrants expire on March 20, 2029, and have an exercise price of $ 0.35 per share. During the month of February, an institutional investor exercised an aggregate of 2,000,000 warrants to purchase 2,000,000 shares of the Company’s common stock which resulted in aggregate proceeds to the Company of $ 700,000 . All warrants held by this investor have now been fully exercised .

On February 12, 2025, an investor exercised an aggregate of 1,080,717 warrants to purchase 1,080,717 shares of the Company’s common stock which resulted in proceeds to the Company of $ 1 . The treatment of these warrants was accessed under ASC 260-10, Earnings Per Share—Overall, where shares issuable for little or no cash consideration shall be considered outstanding common shares and are included in the computation of basic earnings per share since they were originally granted.

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 December 31, 2025. The remaining 2,744,457 warrants expired on May 19, 2025.

Of the 4,166,667 June 2025 Warrants issued during the June 2025 Public Offering, 3,673,666 warrants were exercised at $ 1.22 per share prior to December 31, 2025. The remaining 493,001 warrants expired on August 12, 2025.

The Regular Warrants and the Pre-funded Warrants do not require a cash settlement. Based on the terms of the agreements, both the Regular Warrants and the Pre-funded Warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of the net proceeds from the Registered Offering to the
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common stock, Regular Warrants and Pre-funded Warrants based on relative fair value. The value allocated to the Regular Warrants and Pre-funded Warrants was recorded in Additional Paid-In Capital in the Consolidated Balance Sheets.
The following table represents a summary of warrants for the year ended December 31, 2025 and December 31, 2024:

2025 2024 2023
Number Weighted
Average
Exercise
Price Number Weighted
Average
Exercise
Price Number Weighted
Average
Exercise
Price
Beginning balance 8,744,698 $ 1.40   7,444,698 $ 1.68   5,678,836 $ 1.84  

Granted 8,666,667 0.34   11,631,035 0.34   1,765,862   1.17  
Exercised ( 8,509,926 ) 0.41   ( 10,331,035 ) 0.41   —   —  
Expired
( 3,247,458 ) 1.08   —   —   —   —  
Ending balance 5,653,981 $ 1.40   8,744,698 $ 1.40   7,444,698 $ 1.68  

Warrants exercisable 5,653,981   8,744,698  
Intrinsic value of warrants $ —   $ 6,661,661   $ 327,214  
Weighted Average Remaining Contractual Life (Years) 3.12 3.86

Options
On November 9, 2021, the Company approved the 2021 Stock Incentive Plan (“Stock Incentive Plan”) that authorized the Company to grant up to 2,500,000 shares of common stock. Prior to this date, the granting of options was not done pursuant to the terms of a stock incentive plan. On November 9, 2023 the Board approved an amendment to the Stock Incentive Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's stockholders at its annual meeting on May 29, 2024.
On March 11, 2025, the Board approved an amendment to the Amended Plan to further increase the aggregate number of shares available for issuance from 6,000,000 to 9,000,000 (the "Second Plan Amendment" and the "Second Amended Plan"), which was approved by the Company's stockholders at the Company's 2025 annual meeting of stockholders held on May 28, 2025. As of December 31, 2025, 8,807,500 stock options have been granted under the Amended Plan.

The following represents a summary of options for the Amended Plan and additional options granted outside of the Amended Plan for the years ended December 31, 2025 and 2024:
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Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in Years) Weighted-Average Fair Value
Outstanding, December 31, 2023 8,243,437   $ 2.38   4.76 $ 3.55  
Granted 1,900,000   0.22   6.49 0.19  
Exercised —   —  
Forfeited ( 628,437 ) 1.55  
Outstanding December 31, 2024 9,515,000   2.03   3.89 3.12  
Granted 4,775,000   1.14   7.40 1.12  
Exercised ( 250,000 ) 0.21  
Forfeited ( 687,500 ) 0.80  
Outstanding December 31, 2025 13,352,500   $ 1.81   4.67 $ 2.64  

As of December 31, 2025
Vested and Exercisable 8,006,686   $ 2.04   3.93 $ 2.40  

Stock based compensation expense related to options for the years ended December 31, 2025 and 2024 was $ 2,475,687 and $ 5,280,217 , respectively, which is comprised of $ 2,202,451 and $ 4,940,735 in service-based grants and $ 273,236 and $ 339,482 in performance-based grants, for the years ended December 31, 2025 and 2024, respectively. Forfeitures are recognized as incurred.

In accordance with ASC 718-10-50, the Company measures the fair value of its share-based payment arrangements using the Black-Scholes model. The Company measures the share-based compensation on the grant date using the following assumptions:

Year Ended December 31,
2025 2024 2023
Expected term 7 years 7 years 7 years
Expected volatility 123.05 % - 124.33 %
161.61 % - 166.14 %
135.00 % – 177.00 %

Expected dividend yield —   —   —  
Risk-free interest rate 3.90 % - 4.14 %
3.89 % - 4.45 %
3.48 % - 3.89 %

The Company measures the share-based compensation for all options and warrants that are not considered derivative liabilities using the Black-Scholes method with these assumptions, and any changes to these inputs can produce significantly higher or lower fair value measurements. The weighted average grant date fair value of the options granted during the years ended December 31, 2025, 2024 and 2023 was $ 1.12 , $ 0.19 and $ 1.10 , respectively. The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury Security with a maturity equal to the expected life of the stock option from the date of the grant. The assumption for expected volatility is based on the historical volatility of the Company. Aside from dividends paid on preferred shares, it is the Company's intent to retain all profits for the operations of the business for the foreseeable future, as such the dividend yield assumption is zero .

Note 12: Fair Value
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows:

Level 1 – defined as observable inputs, such as quoted market prices in active markets.

Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable.

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Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.

Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and cash equivalents, accounts receivable, accounts payable, contingent consideration and derivative liabilities. The estimated fair value of cash and cash equivalents, accounts receivable, fixed interest debt and accounts payable approximates their carrying value.

On April 4, 2022, the Company issued common stock, a convertible note, and warrants in a securities purchase agreement (“SPA”), with Crom (“2022 Crom SPA”). The Company had evaluated the conversion option liability in the convertible note and the warrants to determine proper accounting treatment and determined them to be derivative liabilities (“Derivative Liabilities”).

On February 13, 2023, the 2022 Crom SPA was terminated through an induced conversion thereby extinguishing the conversion option liability associated with the 2022 Crom note; the warrants were not affected. Concurrent with the termination of the 2022 Crom SPA, the Company issued common stock, a convertible note, and warrants in the 2023 SPA. The Company evaluated the conversion option in this convertible note and these warrants to determine proper accounting treatment and determined them to be derivative liabilities (also “Derivative Liabilities”). The Derivative Liabilities had and have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The warrants issued in connection with the 2023 SPA were exercised in December 2024.

On February 13, 2024, the Company paid the outstanding principal and accrued interest owed on the 2023 Note Payable to Crom, thereby extinguishing the conversion feature associated with this note; the warrants were not affected.

The Company recognized liabilities for the estimated fair values of the Derivative Liabilities. The estimated fair values of these liabilities were calculated using a binomial pricing model with key input variables by an independent third party, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense). As of December 31, 2025, the Company recorded the fair value of the 656,250 warrants issued on April 4, 2022 (“Derivative Liability”) at $ 262,000 , all other derivative liabilities were extinguished or exercised.

In connection with the MFSI Divestiture, as discussed in Note 3 , "Acquisition and Disposition", Management estimated the present value of future consideration to be received, using a probability-weighted analysis to determine the amount of the receivable and applying a discount rate that captures the risks associated with the duration of the consideration. The Company determined that the significant inputs used to value the Anticipated Receivable fall within Level 3 of the fair value hierarchy.

The Company determined that the significant inputs used to value the Derivative Liabilities fall within Level 3 of the fair value hierarchy. As a result, the Company has determined that the valuation of its Derivative Liabilities and contingent earnout are classified in Level 3 of the fair value hierarchy as shown in the table below:

Fair Value Measurements at December 31, 2025
Level 1 Level 2 Level 3 Total
Anticipated Receivable $ —   $ —   $ 135,466   $ 135,466  

Derivative Liability $ —   $ —   $ 262,000   $ 262,000  

Fair Value Measurements at December 31, 2024
Level 1 Level 2 Level 3 Total

Anticipated Receivable $ —   $ —   $ 265,739   $ 265,739  

Derivative Liability $ —   $ —   $ 883,000   $ 883,000  

The value at inception of the remaining Derivative Liability was $ 378,000 . During the year ended December 31, 2025, 2024, and 2023 the Company recognized changes in the fair value of the Derivative Liabilities of $ 621,000 , $( 725,400 ), and $ 666,400 respectively.

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Activity related to the Derivative Liability for the year ended December 31, 2025 is as follows:

Beginning balance as of December 31, 2024 $ ( 883,000 )
Issuance of Derivative Liabilities —  

Change in fair value of Derivative Liability 621,000  
Ending balance as of December 31, 2025 $ ( 262,000 )

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of the Derivative Liabilities is estimated using a binomial valuation model. The assumptions, inputs, and methodologies the Company uses in determining fair value result in inherent uncertainty. The following assumptions were used for the periods as follows:

2025 2024
Stock Price $ 0.90   $ 2.00  
Conversion option - convertible note n/a n/a
Strike price - warrants 1.84 1.38 - 1.84

Term 1.26 years
0.12 years - 4.10 years

Volatility 145.20   % 98.00 % - 148.30 %

Market yield - conversion option n/a n/a
Risk-free rate 3.48   % 3.90 % - 5.60 %

Note 13: Related-Party Transactions
On August 12, 2021, the Company issued a note to an employee in the principal amount of $ 400,000 that has a maturity date of December 31, 2024 and bears interest at a rate of five percent ( 5 %). The maturity date and other terms of this note were subsequently amended on February 16, 2024 and August 1, 2025 as noted in Note 8 , “Note Payable - Related Party”.
On February 11, 2026, the Company fully repaid the note payable with the related party. See Note 17 , “Subsequent Events” for further information.

As part of the SSI Acquisition Agreement, the Company was obligated to pay an earnout contingent on the results of operations of SSI through August 2023. On February 15, 2024, the Company entered into an agreement with the former shareholders of SSI concerning the amount and timing of the contingent earnout included in total consideration for the SSI Acquisition in August 12, 2021. The former shareholders were both employed by the Company during 2025. On November 7, 2025 , the Company fully settled the Due to Seller obligation, paying $ 140,000 plus accrued interest.

Note 14: Defined Contribution Plan

The Company sponsors a qualified 401(k) plan that allows eligible employees to make contributions, subject to certain limitations. The Company provides a matching contribution of up to 4 % of an employee's compensation. The aggregate 401(k) Plan employer match was $ 814,511 , $ 907,989 and $ 882,707 in the years ended December 31, 2025, 2024 and 2023, respectively.

Note 15: Commitments

The Company determines whether an arrangement contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized for leases with terms greater than twelve months. Lease liabilities are measured at the present value of future lease payments, and ROU assets are measured based on the corresponding lease liability adjusted for any prepaid or accrued lease payments. The Company has elected the practical expedient not to recognize short-term leases, defined as leases with an initial term of twelve months or less, on the consolidated balance
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sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company’s leases do not contain material residual value guarantees or restrictive covenants.

The Company’s operating leases primarily consist of office facilities and a warehouse. These leases are recognized on the consolidated balance sheets as operating lease right-of-use assets and corresponding operating lease liabilities. In addition, the Company maintains certain month-to-month and short-term office arrangements, including leases supporting individual employees, which are not material individually or in the aggregate and are accounted for as short-term leases.

Lease cost consisted of the following for the years ended December 31, 2025 and 2024:

December 31, 2025 December 31, 2024
Operating lease cost 530,345   427,933  
Short-term lease cost 47,021   110,115  
Total lease cost $ 577,366   $ 538,048  

Supplemental balance sheet and other lease information are as follows:

December 31, 2025 December 31, 2024
Weighted-average remaining lease term (years) 3 4
Weighted-average discount rate 8.1   % 8.4   %

Future minimum lease payments under operating leases as of December 31, 2025 were as follows:

Year
Amount

2026 312,555  
2027 294,168  
2028 303,084  
Thereafter —  
Total lease payments $ 909,807  
Less: imputed interest $ 88,720  
Operating lease liabilities $ 821,087  

Other than the leases described above, the Company had no material commitments as of December 31, 2025.

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Note 16: Income Taxes
The components of the provision for income taxes for the years ended December 31, are as follows:

2025 2024 2023
Current
Federal 49,510   ( 17,148 ) 84,279  
State 158,470   85,180   138,770  
Current tax expense 207,980   68,032   223,049  

Deferred
Federal —   —   ( 1,165,655 )
State —   —   ( 314,511 )
Deferred tax expenses —   —   ( 1,480,166 )

Total $ 207,980   $ 68,032   $ ( 1,257,117 )

The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31:

Year Ended December 31,
2025 2024 2023
Amount % Amount % Amount %
Pre-tax book income $ ( 2,190,312 ) $ ( 9,912,275 ) $ ( 19,057,295 )

U.S. federal statutory tax rate ( 459,965 ) 21.0   % ( 2,081,578 ) 21.0   % ( 4,002,032 ) 21.0   %
State and local income taxes, net of federal income tax effects (1) 220,780   ( 10.1 ) % 64,818   ( 0.7 ) % ( 185,003 ) 1.0   %
Tax Credits
Research and development tax credits ( 149,376 ) 6.8   % —   —   % —   —   %
Change in valuation allowance 187,612   ( 8.6 ) % 986,455   ( 10.0 ) % 1,225,611   ( 6.4 ) %
Nontaxable or nondeductible items 15,314   ( 0.7 ) % 105,363   ( 1.1 ) % 64,732   ( 0.3 ) %
Goodwill impairment —   —   % —   —   % 1,209,001   ( 6.3 ) %
Warrant fair value adjustments ( 130,410 ) 6.0   % 190,806   ( 1.9 ) % ( 221,345 ) 1.2   %
Compensation 438,403   ( 20.0 ) % 878,050   ( 8.9 ) % 728,210   ( 3.8 ) %
Other 85,622   ( 3.9 ) % ( 75,882 ) 0.8   % ( 76,291 ) 0.4   %
Totals $ 207,980   ( 9.5 ) % $ 68,032   ( 0.7 ) % $ ( 1,257,117 ) 6.6   %

(1) State taxes in Florida, New Jersey, Maryland and Virginia comprise the majority of this category.
Our effective tax rates were ( 9.5 )% and ( 0.7 )% for the years ended December 31, 2025 and 2024, respectively. Our effective tax rates were below the 21% statutory rate primarily due to state taxes, nondeductible compensation and increase in valuation allowance, partially offset by tax credits and changes in fair value adjustments.
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The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities consist of the following at December 31:

2025 2024
Deferred tax assets:
Net operating losses $ 414,597   $ —  
Deferred interest 746,725   864,967
R&D credit carryforward 223,212   —  
Lease liabilities 233,011   297,596  
Accrued expenses 178,134   317,407  
Stock compensation 3,990,163   3,896,517  
Transaction costs 37,146   40,488  
Other ( 101,084 ) ( 68,193 )
Total deferred tax assets 5,721,904   5,348,782  

Deferred tax liabilities:
Intangible assets ( 475,912 ) ( 761,765 )
ROU Assets ( 225,546 ) ( 292,115 )
Property and equipment ( 38,778 ) ( 17,890 )

Cash to accrual method change ( 58,816 ) ( 113,542 )

Total deferred tax liabilities ( 799,052 ) ( 1,185,312 )

Valuation allowance $ ( 4,922,852 ) $ ( 4,163,470 )

Net deferred tax assets (liabilities) $ —   $ —  

The Company recognized a valuation allowance against deferred tax assets of $ 4,922,852 and $ 4,163,470 as of December 31, 2025 and 2024, respectively. The valuation allowance increased by $ 759,382 for the year ended December 31, 2025, compared to the increase of $ 1,324,423 for the year ended December 31, 2024. The increase in the valuation allowance is a result of the current year losses partially offset by nondeductible expenses that are not tax benefited. The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a valuation allowance has been recorded. These factors include the Company’s history of book losses since its inception.

As of December 31, 2025, our federal and state net operating loss (“NOLs”) carryforwards for income tax purposes were approximately $ 1,471,502 and $ 1,060,113 , respectively. If not utilized, certain state net operating loss carryforwards will begin to expire in 2042. The Company also has Federal and New Jersey research and development credit carryforwards for income tax purposes of $ 75,539 and $ 147,673 , respectively. It is more likely than not that the majority of these net operation losses and credit carryforwards will not be realized.

Cash paid for income taxes, net of refunds, for the year ended December 31:

2025
US federal —  
US state and local
     Virginia 22,300  
     Maryland 150,000  
     All Other States 16,200  
Total cash paid for income taxes, net of refunds 188,500  

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The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no material unrecognized tax benefits as of December 31, 2025 and 2024.

Fiscal years ending December 31, 2022 and later remain subject to examination by U.S. federal and state taxing authorities. There are currently no audits in progress.

As of December 31, 2025, our federal and state net operating loss (“NOLs”) carryforwards for income tax purposes were approximately $ 1,471,502 and $ 1,060,113 , respectively. If not utilized, certain state net operating loss carryforwards will begin to expire in 2042. The Company also has Federal and New Jersey research and development credit carryforwards for income tax purposes of $ 75,539 and $ 147,673 , respectively. It is more likely than not that the majority of these net operation losses and credit carryforwards will not be realized.

Note 17: Subsequent Events

On February 11, 2026, the Company fully repaid the $ 400,000 note payable with the related party and currently has no outstanding debt.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as amended) as of December 31, 2025, the end of the period covered by this Form 10-K. Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The rules define internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is subject to inherent limitations. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Attestation Report of the Registered Public Accounting Firm

Pursuant to rules of the SEC that permit us to provide only our management’s report in this Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Form 10-K.

Item 9B. Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c ) of Regulation S-K) during the year ending December 31, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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Part III

Certain information required in Part III is omitted from this report but is incorporated herein by reference from our Proxy Statement for the 2026 Annual Meeting of Stockholders (as amended or supplemented, the “2026 Proxy Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 of this Annual Report on Form 10-K (“Form 10-K”) is incorporated herein by reference to our 2026 Proxy Statement.

Item 11. Executive Compensation

The information required by this Item 11 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 of this Form 10K is incorporated herein by reference to our 2026 Proxy Statement.
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Part IV

Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K (“Form 10-K”):

(1) Consolidated Financial Statements

The consolidated financial statements are filed as part of this Form 10-K under “Item 8. Financial Statements and Supplementary Data.”

(2) Financial Statement Schedules

The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Part II, Item 8., Financial Statements and Supplementary Data.”

(3) Exhibits

The documents listed in the following Exhibit Index of this Form 10-K are incorporated herein by reference or are filed with this Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):

Incorporated by Reference
Exhibit Number Form File Number Exhibit Filing Date

2.1 Agreement and Plan of Merger dated August 12, 2021, by and among Registrant, KC Holdings Company, Inc., Specialty Systems, Inc., and the Stockholders named herein
S-1 333-267249 2.5 September 2, 2022

2.2 Agreement and Plan of Merger dated as of March 22, 2023 by and among Castellum, Inc., GTMR Merger Sub., Inc., Global Technology and Management Resources, Inc. (“GTMR”), the stockholders of GTMR, and James Morton, as the representative of the stockholders
8-K 001-41526 2.1 March 28, 2023

3.1 Amended and Restated Articles of Incorporation of Registrant
S-1 333-267249 3.1 September 2, 2022

3.2 Amended and Restated Bylaws of Registrant
S-1/A 333-267249 3.2 October 4, 2022

3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant
8-K 001-41526 3.1 October 18, 2022

3.4 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Registrant
8-K 001-41526 3.1 April 6, 2023

4.1 Form of Warrant to Purchase Common Stock of Registrant
S-1 333-267249 4.1 September 2, 2022

4.2 Common Stock Purchase Warrant dated April 4, 2022, by and between Registrant and Crom Cortana Fund LLC
S-1 333-267249 4.4 September 2, 2022

4.3 Form of Warrant to Purchase Common Stock of Registrant
8-K 001-41526 4.1 March 18, 2025

4.4 Form of Warrant to Purchase Common Stock of Registrant
8-K 001-41526 4.1 June 13, 2025

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10.1 Business Acquisition Agreement dated February 11, 2022, by and between Registrant and Lexington Solutions Group, LLC
S-1 333-267249 10.8 September 2, 2022

10.2+ Registrant’s Sec ond Amended 2021 Stock Incentive Plan
S-8
333-284205
10.1 September 17, 2025

10.3+
Registrant ’ s 2025 Employee Stock Purchase Plan
S-8
333-284205
10.1 September 17, 2025

10.4+
Form of Stock Option Agreement
S-1 333-267249 10.1 September 2, 2022

10.5+
Employment Agreement executed on March 22, 2023 by and between James Morton and Castellum, Inc.
8-K 001-41526 10.1 March 28, 2023

10.6+
Form of Restrictive Covenant Agreement, by and among ____, individually, in favor of and for the benefit of Global Technology and Management Resources, Inc. and Castellum, Inc.
8-K 001-41526 10.2 March 28, 2023

10.7+
Employment Agreement dated July 1, 2024 by and between the Registrant and Glen R. Ives
8-K 001-41526 10.1 July 3, 2024

10.8 Lease Agreement dated January 11, 2018, between LTD Realty Investment, IV, LP, and Specialty Systems, Inc.
S-1 333-267249 10.15 September 2, 2022

10.9 Form of Director Agreement
S-1 333-267249 10.16 September 2, 2022

10.10 Letter Agreement dated February 22, 2024 by and between Registrant and Emil Kaunitz
8-K 001-41526 10.9 February 22, 2024

10.11++
Contract No. N0017819D7718 effective January 2, 2019 between Global Technology Management Services, Inc. and SeaPort NxG
8-K 001-41526 10.25 February 28, 2025

10.12 Form of Securities Purchase Agreement by and between Registrant and certain investors
8-K 001-41526 10.1 March 18, 2025

10.13 Placement Agency Agreement dated March 16, 2025 by and between Registrant and Maxim Group LLC
8-K 001-41526 10.20 March 18, 2025

10.14 Warrant Agent Agreement dated March 17, 2025 by and between Registrant and Nevada Agency and Transfer Company
8-K 001-41526 10.3 March 18, 2025

10.15+
Amendment dated April 3, 2025 to Employment Agreement dated July 1, 2024 with Glen R. Ives
8-K 001-41526 10.2 April 4, 2025

10.16 Form of Securities Purchase Agreement by and between Registrant and certain investors
8-K 001-41526 10.1 June 13, 2025

10.17 Placement Agency Agreement dated June 12, 2025 by and between Registrant and Maxim Group LLC
8-K 001-41526 10.2 June 13, 2025

10.18 Warrant Agency Agreement dated June 13, 2025 by and between Registrant and Nevada Agency and Transfer Company
8-K 001-41526 10.3 June 13, 2025

10.19*++
Delivery Order N0042125F3003 under C ontract No. N0017819D7718 effective February 27, 2025 between Glo bal Technology and Management Resources, Inc. and NAVAIR Aircraft Division Pax River

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10.20*++
Delivery Order N6833525F3003 under Contract No. N0017819D7718 effective September 18 , 2025 between Global Technology and Management Resources, Inc. and NAVAIR Aircraft Division Lakehurst

14.1 Code of Ethics and Business Conduct
S-1 333-267249 14.1 September 2, 2022

19.1* Insider Trading Policy

21.1* List of Subsidiaries

23.1* Consent of Independent Registered Public Accounting Firm

24.1* Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)

31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13(a)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Compensation Clawback Policy

101 The following financial information from Castellum, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, and (v) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

#    The certifications attached as Exhibits 32.1 and 32.2 that accompany this Form 10-K are not deemed filed with the SEC and not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

+    Management contract or compensatory plan.

++    Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon its request.
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(b) Financial statement schedules.
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

Item 16. Form 10-K Summary

None.
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S IGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

CASTELLUM, INC.

By : /s/ Glen R. Ives

Date: March 9, 2025
Glen R. Ives
Chief Executive Officer
(Principal Executive Officer)

Date: March 9, 2025
By: /s/ David T. Bell

David T. Bell
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glen R. Ives and David T. Bell, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ Mark S. Alarie Director March 9, 2025
Mark S. Alarie

/s/ Bernard S. Champoux Chair, Director March 9, 2025
Bernard S. Champoux

/s/ John F. Campbell Director March 9, 2025
John F. Campbell

/s/ C. Thomas McMillen Director March 9, 2025
C. Thomas McMillen

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