Castellum, Inc. 8-K

What Happened
Castellum, Inc. filed an 8-K on July 2, 2026 disclosing a July 1, 2026 amendment to the employment agreement of President & CEO Glen R. Ives. The amendment extends Mr. Ives’ employment term through December 31, 2027 and grants incentive stock options with a grant-date Black–Scholes value equal to 106.6% of his base salary (773,630 options) with an exercise price of $0.73. The options begin vesting on the effective date and vest quarterly over the extended term under the company’s Third Amended 2021 Stock Incentive Plan.

Key Details

• Extension effective July 1, 2026; new expiration December 31, 2027.
• 773,630 stock options granted; exercise price $0.73 (grant-date closing price).
• Vesting: quarterly, ratably over the extended term; options issued under CTM’s 2021 Stock Incentive Plan.
• Company accelerated vesting of a separate Jan 2025 grant of 500,000 options (exercise $1.07) so they are fully vested as of Dec 31, 2027.
• Base salary: $375,000, increasing to $386,250 effective July 1, 2027.
• Cash incentives: for FY 2026 eligible up to 50% of base salary (up to 25% performance-based; up to 25% discretionary).
• Acquisition bonus: up to 100% of base salary if an acquired business meets projected net sales within 12 months; discretionary additional bonus up to 50% of base salary for outperformance.
• Severance: if terminated without cause or he resigns for good reason, severance equals up to 12 months’ base pay (subject to mutual release). Agreement retains customary confidentiality, non-disparagement, and non-solicit terms.

Why It Matters
This filing shows the company is retaining and incentivizing its CEO through equity and cash bonuses tied to performance and acquisitions, aligning management with growth and acquisition goals. The stock option grants and accelerated vesting increase potential share dilution and create future upside for Mr. Ives if the stock rises; investors should factor possible dilution and the timing of option exercise into their ownership and earnings-per-share outlook. The acquisition bonus links meaningful cash payouts to successful deals that meet projected sales, so material cash obligations are contingent on measurable acquisition performance.