UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2026

CASTELLUM, INC.

(Exact name of Registrant as specified in its charter)

Nevada

001-41526

27-4079982

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1934 Old Gallows Road, Suite 350

Vienna, VA 22182

(Address of principal executive offices, including zip code)

(703) 752-6157

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

CTM

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

Castellum, Inc. (the "Company") entered into an at-will employment arrangement with Tammy L. Martin, the Company's General Counsel, the terms of which are effective January 1, 2026. Notwithstanding the at-will arrangement, each party has agreed to provide the other party with sixty days advanced written notice prior to terminating the employment arrangement. While employed by the Company, Ms. Martin will be entitled to an annual base salary of $290,000, and to participate in those benefit plans generally available to all employees of the Company.

Effective January 1, 2026, the Company increased the amount of the annual base salary paid to the Company's Chief Operating Officer, Andrew Merriman to $290,000. Mr. Merriman's at-will employment has also been modified to require he or the Company to provide the other party with sixty days advanced written notice prior to terminating the employment arrangement. While employed by the Company, Mr. Merriman will be entitled to participate in those benefit plans generally available to all employees of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Exhibit Title
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CASTELLUM, INC.

Date: January 2, 2026

By:

/s/ Glen R. Ives

Name:

Glen R. Ives

Title:

Chief Executive Officer (Principal Executive Officer)

Castellum, Inc. 8-K