DEF 14A of Castellum, Inc., Apr 7, 2026

DEF 14A of Castellum, Inc.

Filed Apr 7, 2026 · FY20250001877939-26-000025

Open on EDGAR

  1. Table of Contents

    | Executive Compensation | | | Summary Compensation Table | 26 | | Employment Agreements; Potential Payments upon Termination or Change in Control | 26 | | Outstanding Equity Awards at Fiscal Year-End | 30 | | Equity Compensation Plan Information | 31 | | Certain Relationships and Related-Party and Other Transactions | | | Indemnification Agreements with our Directors and Officers | 32 | | Audit Committee Report | 33 | | Compensation, Culture, and People Committee Report | 34 | | Nominating and Governance Committee Report | 35 | | Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | | | Pre-Approval Policies and Procedures | 36 | | Proposal No. 3 - Approve an Amendment to the Castellum, Inc. Second Amended 2021 Stock Incentive Plan | | | Proposal Summary | 38 | | Reasons for the Amendment | 38 | | Effects of the Amendment to the Plan | 39 | | Material Terms of the Plan | 39 | | Availability of Annual Report on Form 10-K | 41 | | Frequently Asked Questions and Answers | 41 | | Other Business | 46 |

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board recommends a vote FOR each director nominee.

  3. Proposal 1: Election of Directors

    | | | | | Committee Memberships | | | | Name and Principal Occupation | Independent | Age | Director Since | AC | CC | NGC | | Mark S. Alarie Angel Investor | Yes | 62 | 2022 | • | • | • | | John F. Campbell President, John F. Campbell & Associates | Yes | 68 | 2022 | • | • | • | | Bernard S. Champoux Advisor, Hanwha Defense USA | Yes | 71 | 2022 | • | • | • | | Glen R. Ives President and Chief Executive Officer, Castellum, Inc. | No | 70 | 2025 | | | | | C. Thomas McMillen Partner, Moran Global Strategies | Yes | 73 | 2022 | • | | • |

  4. Proposal 1: Election of Directors

    Key to Committees:

  5. Proposal 1: Election of Directors

    | AC | Audit Committee | CC | Compensation, Culture, and People Committee | NGC | Nominating and Governance Committee |

  6. Proposal 1: Election of Directors

    | 4 | Castellum, Inc. |

  7. Proposal No. 1 Election of Directors

    Proposal No. 1 Election of Directors Our Amended and Restated Articles of Incorporation provides that our Board of Directors ("Board") must consist of one or more directors, and the number of directors to hold office at any time may be determined from time to time by resolution of our Board. The size of the Board is currently set at five members. On January 6, 2026, the Company's Board unanimously approved the recommendation of the Nominating and Governance Committee that Messrs. Alarie, Campbell, Champoux, Ives, and McMillen stand for re-election. There are five nominees for election to the Board at the 2026 Annual Meeting of Stockholders ("Annual Meeting") to serve until the next Annual Meeting and until their successors are duly elected and qualified. All of the nominees currently serve as directors of the Company. Proxies may not be voted with respect to more than five individuals in the election of directors at the 2026 Annual Meeting. Except where authority to vote for a director has been withheld, the proxies received pursuant to this solicitation will be voted "FOR" the nominees named below. If for any reason any nominee does not stand for election, such proxies will be voted in favor of the remainder of the nominees and may be voted for a substitute nominee in place of the nominee who did not stand. We have no reason to expect that any of the nominees will not stand for election. The election of directors will be determined by a plurality of the shares voted at the 2026 Annual Meeting. The table below sets forth information with respect to our director nominees as of March 20, 2026 :

  8. Proposal No. 1 Election of Directors

    | Name | Age | Positions with the Company | | Mark S. Alarie | 62 | Director | | John F. Campbell | 68 | Director | | Bernard S. Champoux | 71 | Director, Chair | | Glen R. Ives | 70 | Director, President, Chief Executive Officer | | C. Thomas McMillen | 73 | Director |

  9. Proposal No. 1 Election of Directors

    Biographical information for each director is contained in the following section.

  10. Proposal No. 1 Election of Directors

    | PROXY STATEMENT | 5 |

  11. Director Biographies

    Director Biographies The following is a brief biographical summary of the experience of our directors:

  12. Director Biographies

    | Mark S. Alarie | | Mr. Alarie has been a director since October 12, 2022, the date on which the Company's registration statement on Form S-1 ("Registration Statement") was effective with the Securities and Exchange Commission ("SEC") in connection with its public offering of common stock ("Public Offering"). Mr. Alarie is currently an angel investor focusing on equity investments in early-stage technology companies in the United States. Mr. Alarie joined ICertainty in May of 2008 and assumed the role of president in January of 2009 before leaving the company in 2012. Prior to joining ICertainty, Mr. Alarie was co-founder and principal at CameronBlue Capital in McLean, Virginia after leaving his role as principal at CrossHill Financial Group. As a private equity fund manager and investor at CrossHill and CameronBlue, Mr. Alarie focused his time on cultivating relationships and making investments in technology-related companies in the DC region, particularly computer software companies. Prior to his private equity career, Mr. Alarie worked at both Legg Mason and Alex Brown investment banks in Baltimore, servicing the institutional investors of both. After graduating from Duke University, Mr. Alarie played professional basketball for the Denver Nuggets and Washington Bullets (now Wizards) for six years. Mr. Alarie holds a Bachelor of Arts in economics from Duke University and a Master’s degree in business administration from the Wharton School of the University of Pennsylvania. | | Mr. Alarie brings extensive leadership, business, and finance experience to the Board. His experience as a private equity fund manager and investment banker focused on technology-related companies has given him broad understanding and experience, particularly relating to business and finance matters impacting the Company. |

  13. Director Biographies

    | John F. Campbell | | Mr. Campbell has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. He served as an advisory board member from October 2019 until October 2022. Mr. Campbell founded John F. Campbell & Associates in May 2016 and has served as its president since that time. Mr. Campbell currently serves as an outside director of BAE Systems, Inc., an American subsidiary of British defense, security, and aerospace company BAE Systems, a public limited company, and Rolls Royce North America, Inc. an American subsidiary of multinational corporation Rolls-Royce, a public limited company. He also serves on the advisory board for AM General, the manufacturer of the Humvee and the JLTV. Mr. Campbell retired from the U.S. Army at the rank of four-star general after 37 years of active service. He has over 20 years of service principally in command and leadership assignments in a broad mix of U.S. Army and joint organizations and cultures within the Department of Defense. Mr. Campbell has a documented ability to provide senior management experience leading large, complex organizations ranging in size from 700 to 1.2 million in peace and combat operations. Mr. Campbell is adept at providing intellectual and organizational leadership, defining and solving complex problem sets and working with people to accomplish difficult tasks in high stress, dynamic settings. Mr. Campbell is an expert at strategic analysis, strategic communications, assessing strategic risk, planning and developing policy in an interagency context, developing and managing relationships, working with Congress and working with international leaders. Mr. Campbell holds a Bachelor of Science in engineering from the United States Military Academy and Master’s degree in public administration from Golden Gate University. | | Mr. Campbell brings extensive business, operating, and leadership experience to the Board. His experience in the U.S. Army, as a consultant, and as a board and audit committee member to other public companies has given him broad understanding and expertise, particularly relating to business, finance, government, and corporate governance matters impacting the Company. |

  14. Director Biographies

    | 6 | Castellum, Inc. |

  15. Director Biographies

    | Bernard S. Champoux | | Mr. Champoux has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. Mr. Champoux served as an advisory board member from January 2022 until October 2022. Mr. Champoux joined Hanwha Defense USA in May 2017, formed and led the establishment of their US & Americas business for four years, before moving to Government Relations where he currently advises. Hanwha Defense USA is a provider of global defense solutions. Prior to that time, he acted as a consultant for Lockheed Martin, L3, CENTRA Technology, Analytical Services (ANSER), and the Defense Science Board. Mr. Champoux served nearly 39 years in the U.S. Army commanding from platoon through field army in light, mechanized, and motorized infantry, with multiple tours in the Rangers, and numerous operational deployments including over three years in combat. He was the executive officer to the Commander in Chief, U.S. Southern Command and the executive assistant to the Vice Chairman of the Joint Chiefs of Staff. Mr. Champoux was also the deputy and chief of legislative liaison, Office of the Secretary of the U.S. Army. Mr. Champoux holds a Bachelor of Arts in sociology from Saint Anselm College and is a graduate of the U.S. Army War College, and the Executive Leadership Program, Kenan-Flagler Business School, University of North Carolina, Chapel Hill. | | Mr. Champoux brings extensive business, operating, and leadership experience to the Board. His experience as a chief executive officer, consultant, and his time in the U.S. Army has given him broad understanding and expertise, particularly relating to business, finance, accounting, and other matters impacting the Company. |

  16. Director Biographies

    | Glen R. Ives | | Mr. Ives has been a director since May 28, 2025 and has served as our Chief Executive Officer and President since July 1, 2024. Mr. Ives previously served as our Chief Operating Officer since February 2022 during which time he also served as the chief executive officer and president of government sales and operations of Corvus Consulting, Inc., a subsidiary of the Company. Prior to that time, Mr. Ives served as the Chief Growth Officer and the chief executive officer of the Navy/Marine Corps division from February 2021 to February 2022. From July 2008 to January 2021, Mr. Ives served as the general vice president, president, and chief executive officer for Sabre Systems, Inc. ("Sabre Systems") where he brought together a world class team of technology solutions and services enterprise, providing software and systems engineering solutions for mission critical requirements across the high value domains of Cyber, AI/ML, C5ISR, data science and analytics, cloud technologies, and digital transformation. A graduate of the United States Naval Academy and United States Army War College, he served as a Naval Officer and Naval Aviator (flying over 3,800 flight hours) deployed throughout the world and across the U.S. prior to joining Sabre Systems. Mr. Ives holds a Bachelor of Science degree in political science from the United States Naval Academy. | | Mr. Ives brings extensive leadership, business, and operations experience to the Board. His experience as a chief executive officer, and his service in the U.S. Navy has given him broad understanding and expertise, particularly relating to business, operations, finance, accounting, and other matters impacting the Company. |

  17. Director Biographies

    | PROXY STATEMENT | 7 |

  18. Director Biographies

    | C. Thomas McMillen | | Mr. McMillen has been a director since October 12, 2022, the date on which the Company's Registration Statement was effective with the SEC in connection with its Public Offering. Mr. McMillen served as a member of the advisory board from February 2022 until October 2022. From September 2015 through September 2024, Mr. McMillen served as the president and chief executive officer of Lead 1 Association (formerly the DIA Athletic Directors Association), which advocated on behalf of the athletics directors of 134 of the premier college athletic programs. Mr. McMillen is currently a partner with Moran Global Strategies, a government relations firm. Mr. McMillen has served as a director of Nexstar Media Group since July 2014 and also serves on its nominating and corporate governance committee. He previously served as Timios National Corporation’s (formerly Homeland Security Capital Corporation) chief executive officer and chairman of the board from August 2005 and as its president from July 2011 to February 2014. From May 2013 to May 2016, Mr. McMillen served as an independent director of RCS Capital Corporation. From 1987 through 1993, Mr. McMillen served three consecutive terms in the U.S. House of Representatives representing the 4th Congressional District of Maryland. During his career, Mr. McMillen has been an active investor, principal, and board member in companies in the cellular, paging, healthcare, motorcycle, environmental technology, broadcasting, real estate, and insurance industries. Mr. McMillen is currently a member of the board of regents of the University of Maryland where he received a Bachelor of Science. Mr. McMillen also holds a Bachelor and a Master of Arts in politics, philosophy, and economics from Oxford University, where he was a Rhodes Scholar. Mr. McMillen is the author of Out of Bounds, First Edition (Simon & Schuster, January 1, 1992). | | Mr. McMillen brings extensive leadership, business, and finance experience to the Board. His experience as a president and chief executive officer, congressional representative, board member, and nominating and corporate governance committee member to other companies has given him broad understanding and expertise, particularly relating to business, accounting, finance, and corporate governance matters impacting the Company. |

  19. Director Biographies

    | 8 | Castellum, Inc. |

  20. Director Compensation

    Director Compensation Our non-employee directors receive equity and cash compensation for their service as members of our Board. Non-employee directors earned annual cash compensation of $30,000 for service on our Board and additional annual cash compensation for service as chair of the Board and chair of a committee, are as follows: •Board – $15,000; •Audit Committee - $15,000; •Compensation, Culture, and People Committee – $10,000; and •Nominating and Governance Committee – $10,000. For the period ending July 1, 2024 through June 30, 2025, each non-employee director received 125,000 stock options to purchase 125,000 shares of common stock, with an exercise price equal to the closing stock trading price on the date of grant, which vests ratably over the twelve months following the date of grant and have a seven year term. For the period ending July 1, 2025 through June 30, 2026, each non-employee director received 100,000 stock options to purchase 100,000 shares of common stock, with an exercise price equal to the closing stock trading price on the date of grant, which vests ratably over twenty months following the date of grant and have a seven year term. In June 2025, each non-employee director received a cash payment of $30,000 in lieu of receipt of the pro-rata portion of an annual grant of restricted common stock with a grant date fair value of $60,000, which was not issued for services provided during the period January 1, 2024 through June 30, 2024. All other deferred Board and committee chair fees accrued at December 31, 2024 in the aggregate amount of approximately $515,000 for prior years were paid to the non-employee directors during 2025. We reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board and committee meetings. Directors who are current Castellum, Inc. employees receive no compensation for their service as members of our Board.

  21. Director Compensation

    | PROXY STATEMENT | 17 |

  22. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during the fiscal year ended December 31, 2025. Glen R. Ives, the Company's President and CEO, and Jay O. Wright, our former General Counsel and Executive Vice-President Strategy, received no compensation in connection with their service as directors, and, accordingly, they are omitted from this table.

  23. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | | Stock Awards ($)(2) | | All Other Compensation ($) | Total ($) | | Mark S. Alarie(3) | | 173,403 | | 166,646 | — | $340,049 | | John F. Campbell(4) | | 166,500 | | 166,646 | — | $333,146 | | Bernard S. Champoux(5) | | 177,321 | | 166,646 | — | $343,967 | | C. Thomas McMillen(6) | | 177,492 | | 166,646 | — | $344,138 |

  24. Director Compensation Table

    (1) Each member earned $30,000 annually for their service as a member of the Board during fiscal year ended December 31, 2025. Mark S. Alarie and John F. Campbell each earned $10,000 annually for their service as a chair of the Compensation, Culture, and People Committee and Nominating and Governance Committee, respectively. C. Thomas McMillen and Bernard S. Champoux each earned $15,000 annually for their service as a chair of the Audit Committee and the Board, respectively. (2) There were 100,000 stock options granted to four non-employee directors on November 11, 2025, calculated in accordance with Accounting Standards Codification Topic 718, with an exercise price of $1.19 per share, the closing price of our common stock on the date of grant. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed on March 9, 2026. (3) Mr. Alarie received cash payments of $173,403 during the fiscal year, including a cash payment of $30,000 in lieu of receipt of the pro-rata portion of an annual grant of restricted common stock, and $103,403 representing amounts owed from fiscal years 2023 and 2024. (4) Mr. Campbell received cash payments of $166,500 during the fiscal year, including a cash payment of $30,000 in lieu of receipt of the pro-rata portion of an annual grant of restricted common stock, and $96,500 representing amounts owed from fiscal years 2023 and 2024. (5) Mr. Champoux received cash payments of $177,321 during the fiscal year, including a cash payment of $30,000 in lieu of receipt of the pro-rata portion of an annual grant of restricted common stock, and $102,321 representing amounts owed from fiscal years 2023 and 2024. (6) Mr. McMillen received cash payments of $177,492 during the fiscal year, including cash payment of $30,000 in lieu of receipt of the pro-rata portion of an annual grant of restricted common stock, and $102,492 representing amounts owed from fiscal years 2023 and 2024.

  25. Director Compensation Table

    | 18 | Castellum, Inc. |

  26. Directors and Officers

    Directors and Officers The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 20, 2026, referred to in the table below as the "Beneficial Ownership Date," by: •each person known by us to be a beneficial owner of 5% or more of the outstanding shares of our common stock; •each of our directors and director nominees; •each of our named executive officers; and •all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants or issuable under convertible securities held by that person that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 94,612,750 shares of common stock outstanding as of the Beneficial Ownership Date. Except as otherwise indicated, the address of each of the persons in this table is c/o Castellum, Inc.,1934 Old Gallows Road, Suite 350, Vienna, VA 22182.

  27. Directors and Officers

    | | Shares Beneficially Owned | | Shares Beneficially Owned | | Shares Beneficially Owned | | % of Total Voting Power | | | Common Stock | | Series A Preferred Stock | | Series C Preferred Stock | | | | Name of Beneficial Owner | Number | % | Number | % | Number | % | | | Named Executive Officers and Directors: | | | | | | | | | Mark S. Alarie(1) | 392,920 | * | — | — | — | — | * | | David T. Bell(2) | 2,667,224 | 2.74% | — | — | — | — | 2.73% | | John F. Campbell(3) | 481,537 | * | — | — | — | — | * | | Bernard S. Champoux(4) | 409,537 | * | — | — | — | — | * | | Glen R. Ives(5) | 3,216,783 | 3.29% | — | — | 220,000 | 38.60% | 3.29% | | Tammy L. Martin(6) | 119,167 | * | — | — | — | — | * | | C. Thomas McMillen(7) | 291,015 | * | — | — | — | — | * | | Andrew Merriman(8) | 981,083 | * | — | — | — | — | * | | Named executive officers and directors as a group (8 persons) | 8,559,266 | 8.41% | — | — | 220,000 | 38.60% | 8.39% | | 5% Stockholders: | | | | | | | | | Mark C. Fuller (9) | 5,172,524 | 5.34% | — | — | — | — | 5.32% | | Jay O. Wright (10) | 9,383,838 | 9.69% | — | — | — | — | 9.65% |

  28. Directors and Officers

    * Less than 1%.

  29. Directors and Officers

    | 20 | Castellum, Inc. |

  30. Directors and Officers

    (1)Shares owned include (i) 112,920 shares of common stock over which Mr. Alarie has sole dispositive and voting power, (ii) 250,000 stock options that are exercisable at $0.212 per share into 250,000 shares of common stock over which Mr. Alarie has sole dispositive and voting power, and (iii) 100,000 stock options that are exercisable at $1.19 per share into 100,000 shares of common stock, of which 30,000 have vested and 70,000 vest over time over which Mr. Alarie has sole dispositive and voting power. (2)Shares owned include (i) 14,724 shares of common stock over which Mr. Bell has sole dispositive and voting power, (ii) 500,000 warrants that are exercisable at $2.00 per share into 500,000 shares of common stock over which Mr. Bell has sole dispositive and voting power, (iii) 1,800,000 stock options that are exercisable at $3.80 per share into 1,800,000 shares of common stock over which Mr. Bell has sole dispositive and voting power, (iv) 360,000 stock options that are exercisable at $1.38 per share into 360,000 shares of common stock, of which 285,000 have vested and 75,000 vest over time over which Mr. Bell has sole dispositive and voting power, and (iv) 225,000 stock options that are exercisable at $1.19 per share into 225,000 shares of common stock, of which 67,500 have vested and 157,500 which vest over time over which Mr. Bell has sole dispositive and voting power. (3)Shares owned include (i) 126,537 shares of common stock over which Mr. Campbell has sole dispositive and voting power, (ii) 75,000 stock options that are exercisable at $1.60 per share into 75,000 shares of common stock over which Mr. Campbell has sole dispositive and voting power, (iii) 250,000 stock options that are exercisable at $0.212 per share into 250,000 shares of common stock over which Mr. Campbell has sole dispositive and voting power, and (iii) 100,000 stock options that are exercisable at $1.19 per share into 100,000 shares of common stock, of which 30,000 have vested and 70,000 which vest over time over which Mr. Campbell has sole dispositive and voting power. (4)Shares owned include (i) 104,537 shares of common stock over which Mr. Champoux has sole dispositive and voting power, (ii) 25,000 stock options that are exercisable at $3.40 per share that are exercisable into 25,000 shares of common stock over which Mr. Champoux has sole dispositive and voting power, (iii) 250,000 stock options that are exercisable at $0.212 per share into 250,000 shares of common stock over which Mr. Champoux has sole dispositive and voting power, and (iv) 100,000 stock options that are exercisable at $1.19 per share into 100,000 shares of common stock, of which 30,000 have vested and 70,000 which vest over time over which Mr. Champoux has sole dispositive and voting power. (5)Shares owned include (i) 187,616 shares of common stock over which Mr. Ives has sole dispositive and voting power, (ii) 220,000 shares of Series C preferred stock which is convertible into 137,500 shares of common stock over which Mr. Ives has sole dispositive and voting power, (iii) 1,500,000 stock options that are exercisable at $3.40 per share into 1,500,000 shares of common stock of which 1,250,000 have vested and 250,000 which vest subject to meeting certain performance measures over which Mr. Ives has sole dispositive and voting power, (iv) 500,000 stock options that are exercisable at $1.60 per share into 500,000 shares of common stock, of which 250,000 have vested and 250,000 which vest over time or subject to meeting certain performance measures over which Mr. Ives has sole dispositive and voting power, (v) 400,000 stock options that are exercisable at $1.38 per share into 400,000 shares of common stock, of which 283,333 have vested and 116,667 which vest over time or subject to meeting certain performance measures over which Mr. Ives has sole dispositive and voting power, (vi) 750,000 stock options that are exercisable at $0.212 per share into 750,000 shares of common stock over which Mr. Ives has sole dispositive and voting power, (vii) 500,000 stock options that are exercisable at $1.07 per share into 500,000 shares of common stock, of which 208,333 have vested and 291,667 which vest over time or subject to meeting certain performance measures over which Mr. Ives has sole dispositive and voting power, and (viii) 500,000 stock options that are exercisable at $1.19 per share into 500,000 shares of common stock, of which 150,000 have vested and 350,000 which vest over time over which Mr. Ives has sole dispositive and voting power. (6)Shares owned include (i) 12,500 shares of common stock over which Ms. Martin has sole dispositive and voting power, (ii) 12,500 stock options that are exercisable at $2.00 per share into 12,500 shares of common stock over which Ms. Martin has sole dispositive and voting power, (iii) 100,000 stock options that are exercisable at $1.07 per share into 100,000 shares of common stock, of which 41,667 have vested and 58,333 which vest over time or subject to meeting certain performance measures over which Ms. Martin has sole dispositive and voting power, and (iv) 175,000 stock options that are exercisable at $1.19 per share into 175,000 shares of common stock, of which 52,500 have vested and 122,500 which vest over time over which Ms. Martin has sole dispositive and voting power. (7)Shares owned include (i) 261,015 shares of common stock over which Mr. McMillen has sole dispositive and voting power and (ii) 100,000 stock options that are exercisable at $1.19 per share into 100,000 shares of common stock, of which 30,000 have vested and 70,000 which vest over time over which Mr. McMillen has sole dispositive and voting power. (8)Shares owned include (i) 534,000 shares of common stock over which Mr. Merriman has sole dispositive and voting power, (ii) 150,000 stock options that are exercisable at $3.40 per share into 150,000 shares of common stock over which Mr. Merriman has sole dispositive and voting power, (iii) 100,000 stock options that are exercisable at $1.38 per share into 100,000 shares of common stock of which 79,167 have vested and 20,833 which vest over time over which Mr. Merriman has sole dispositive and voting power, (iv) 325,000 stock options that are exercisable at $1.07 per share into 325,000 shares of common stock of which 135,417 have vested and 189,583 which vest over time or subject to meeting certain performance measures over which Mr. Merriman has sole dispositive and voting power, and (v) 275,000 stock options that are exercisable at $1.19 per share into 275,000 shares of common stock of which 82,500 have vested and 192,500 which vest over time over which Mr. Merriman has sole dispositive and voting power. (9)Mr. Fuller may be deemed to be the beneficial owner of 5,172,524 shares of common stock, which total is comprised of (i) 2,873,659 shares of common stock held by The Mark Chappelle Fuller Revocable Trust, Mark Fuller, TTEE, of which Mr. Fuller is the trustee and over which he has sole dispositive and voting power, (ii) 50,000 shares of common stock held by Janice Lynn Dudley Revocable Trust, Janice Lynn Dudley, TTEE, of which Ms. Dudley is the trustee and over which Ms. Dudley has sole dispositive and voting power, and (v) 2,248,865 warrants that are exercisable into 2,248,865 shares of the Company’s common stock over which Mr. Fuller has sole dispositive and voting power. (10) Mr. Wright may be deemed to be the beneficial owner of 9,383,838 shares of the Company's common stock. Shares owned include (i) 7,134,973 shares of common stock over which Mr. Wright has sole dispositive and voting power and (ii) 2,248,865 warrants that are exercisable into 2,248,865 shares of common stock over which Mr. Wright has sole dispositive and voting power.

  31. Directors and Officers

    | PROXY STATEMENT | 21 |

  32. Components of Compensation

    agreements provide for a salary for each NEO and are described under the section "Employment Agreements; Potential Payments Upon Termination or Change of Control" below. Annual Bonuses (Nonequity Incentive Plan Compensation) As part of his compensation package, and pursuant to the terms of his employment agreement, Glen R. Ives, our CEO has the opportunity to earn an annual non-equity incentive bonuses. Annual non-equity incentive bonuses are designed to reward superior executive performance while reinforcing our short-term strategic operating goals. Bonuses to the other NEO are at the discretion of the Compensation, Culture, and People Committee. Long-Term Incentive Equity Awards We believe that long-term corporate success is achieved with an ownership culture that encourages high performance by our employees through the use of stock-based awards. The Castellum, Inc. Second Amended 2021 Stock Incentive Plan (the "Plan") was established to provide our employees, including our NEOs, with incentives to help align employees’ interests with the interests of our stockholders. The Compensation, Culture, and People Committee believes that the use of stock-based awards offers the best approach to achieving our compensation goals of incentivizing long-term performance. We have historically elected to use stock options as the primary long-term equity incentive vehicle; however, the Compensation, Culture, and People Committee has the ability under the Plan to grant restricted stock and other equity awards as part of our long-term incentive program. We have selected the Black-Scholes method of valuation for stock-based compensation. Due to our desire to preserve cash for business development and strategic business acquisitions, we may provide a greater portion of total compensation to our NEOs through stock options or other equity awards than through cash-based compensation. The Compensation, Culture, and People Committee generally oversees the administration of the Plan. Stock Options The Plan authorizes us to grant options to purchase shares of common stock to our employees, directors, and consultants. The Compensation, Culture, and People Committee reviews and approves stock option awards to NEOs based upon a review of competitive compensation data, an assessment of individual performance, a review of each NEO’s existing long-term incentives, and retention considerations. Periodic stock option grants are made at the discretion of the Compensation, Culture, and People Committee to eligible employees and, in appropriate circumstances, after consideration of any recommendations of our CEO. Stock options granted to employees have an exercise price equal to the fair market value of our common stock on the day of grant, typically vest over a time or upon the achievement of certain performance-based milestones and are based upon continued employment, and generally expire seven years after the date of grant. The fair value of the options granted to the NEOs and reflected in the Summary Compensation Table is determined in accordance with the Black-Scholes method of valuation for share-based compensation. Incentive stock options also include certain other terms necessary to ensure compliance with the Internal Revenue Code. We expect to continue to use stock options as a long-term incentive vehicle because: •Stock options align the interests of our NEOs with those of our stockholders, supporting a pay-for performance culture, foster employee stock ownership, and focus the management team on increasing value for our stockholders; •Stock options are performance-based. All of the value received by the recipient of a stock option is based on the growth of the stock price. In addition, stock options can be issued with vesting based on the achievement of specified milestones; •Stock options help provide balance to the overall executive compensation program as base salary and annual bonuses focus on short-term compensation, while stock options focus on long-term compensation; and •The vesting period of stock options over time encourages executive retention and is designed to increase stockholder value. In determining the number of stock options to be granted to our NEOs, we take into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value and the individual’s historic and recent performance and the value of stock options in relation to other elements of the individual NEO's total compensation.

  33. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years ended December 31, 2025 and 2024.

  34. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Glen R. Ives(4) CEO | 2025 | 304,500 | — | — | 1,108,277 | — | 16,104 | 1,428,881 | | | 2024 | 287,500 | — | — | 1,332,954 | 137,500 | 17,085 | 1,775,039 | | David T. Bell CFO | 2025 | 289,167 | — | — | 262,453 | 47,917 | 33,029 | 632,566 | | | 2024 | 287,500 | — | — | 2,222,514 | 143,750 | 30,191 | 2,653,764 | | Andrew Merriman(5) COO | 2025 | 275,000 | — | — | 662,057 | — | 33,447 | 970,504 | | | 2024 | 239,800 | — | — | 76,068 | 80,000 | 30,938 | 426,806 |

  35. Summary Compensation Table

    (1) The amounts reported as stock based compensation for Messrs. Ives, Bell, and Merriman reflects the grant date fair value of the stock options granted to them in accordance with ASC 718. The fair value of each option grant is estimated based on the fair market value on the date of grant using the Black-Scholes pricing model. The assumptions that we used to calculate these amounts are discussed in Note 11 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and incorporated by reference herein. (2) Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect the amount of cash bonus earned by Messrs. Ives, Bell, and Merriman pursuant to the terms of their respective employment agreements. In 2024, Mr. Ives was eligible to earn a cash bonus pursuant to the terms of his employment agreement to be paid at the discretion of the Board with a target bonus amount of 35% of his base salary based upon the growth and success of the Navy division and the overall performance of Mr. Ives, which equalled $137,500. In 2024, Mr. Bell was eligible to earn a cash bonus pursuant to the terms of his employment agreement to be paid at the discretion of the Board with a target bonus amount of 50% of his base salary based upon the achievement of certain performance measures, including ensuring the timely filing of the Company's periodic reports with the Securities and Exchange Commission, on-time filings and payment of all of the Company's federal, state, and local tax obligations, and preparation of the Company's annual consolidated budget, which equalled $143,750. As of December 31, 2025, $74,583 is accrued and will be paid out in 2026. In 2024, Mr. Merriman was eligible to earn an annual cash bonus equal to $80,000 if and only if the Company's subsidiary maintained a annualized net income of $500,000. In 2025, Mr. Ives was eligible to earn a cash bonus pursuant to his employment agreement, but the Company did not achieve the performance measure thresholds at December 31, 2024 or December 31, 2025 for the Ives Incentive Bonus to be earned. The Compensation, Culture, and People Committee did not grant an Ives Discretionary Bonus for either year. In 2025, Mr. Bell was eligible to earn a cash bonus pursuant to the terms of his employment agreement to be paid at the discretion of the Board with a target bonus amount of 50% of his base salary based upon the achievement of certain performance measures, this was earned through April 30th, 2025. There was no bonus earned with Mr. Bell's new employment arrangement starting May 1st, 2025. In 2025, Mr. Merriman was not granted a discretionary bonus. (3) Messrs. Ives, Bell, and Merriman participated in a group term life plan and other benefits that are generally available to salaried employees and also participated in the Company's 401(k) plan and received matching company contributions. (4) Mr. Ives was appointed CEO of the Company effective July 1, 2024. Prior to that time he served as the Company's COO. (5) Mr. Merriman was appointed COO of the Company effective September 1, 2024. Prior to that time he served as the Company's Deputy COO and Vice-President of Technology and Deployment, as well as President of a former subsidiary of the Company.

  36. Employment Agreements; Potential Payments Upon Termination or Change in Control

    Employment Agreements; Potential Payments Upon Termination or Change in Control

  37. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2025.

  38. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Option/Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Glen R. Ives(1) | 11/11/2025 | 25,000 | 475,000 | $1.19 | 11/10/2032 | — | — | | Glen R. Ives(2) | 01/22/2025 | 138,889 | 361,111 | $1.07 | 01/21/2032 | — | — | | Glen R. Ives(3) | 07/01/2024 | 750,000 | — | $0.21 | 06/30/2031 | — | — | | Glen R. Ives(4) | 04/01/2023 | 275,000 | 125,000 | $1.38 | 03/31/2030 | — | — | | Glen R. Ives(5) | 01/01/2022 | 250,000 | 250,000 | $3.40 | 12/31/2028 | — | — | | Glen R. Ives(6) | 07/01/2021 | 1,250,000 | 250,000 | $1.60 | 06/30/2028 | — | — | | David T Bell(7) | 11/11/2025 | 11,250 | 213,750 | $1.19 | 11/10/2032 | — | — | | David T Bell(8) | 04/01/2023 | 247,500 | 112,500 | $1.38 | 03/07/2030 | — | — | | David T Bell(9) | 10/17/2022 | 500,000 | — | $2.00 | 10/16/2029 | — | — | | David T Bell(10) | 04/25/2022 | 1,800,000 | — | $3.80 | 04/24/2029 | — | — | | Andrew Merriman (11) | 11/11/2025 | 13,750 | 261,250 | $1.19 | 11/10/2032 | — | — | | Andrew Merriman (12) | 01/22/2025 | 94,792 | 230,208 | $1.07 | 01/21/2032 | — | — | | Andrew Merriman (13) | 04/01/2023 | 68,750 | 31,250 | $1.38 | 03/31/2030 | — | — | | Andrew Merriman (14) | 10/17/2022 | 150,000 | — | $3.40 | 08/05/2028 | — | — |

  39. Outstanding Equity Awards at Fiscal Year-End

    | (1) Includes a discretionary grant of 500,000 stock options granted to Mr. Ives by the Compensation, Culture, and People Committee which vest 25,000 per month. | | (2) Includes a discretionary grant of 250,000 stock options granted to Mr. Ives by the Compensation, Culture, and People Committee which vest 6,944 per month and 250,000 stock options which are subject to meeting a performance measure after which it vests 6,944 per month. | | (3) Includes 750,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement all of which have vested. | | (4) Includes 400,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement which vest 8,333 per month. | | (5) Includes 250,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement all of which have vested and 250,000 stock options which are subject to meeting performance measures. | | (6) Includes 750,000 stock options granted to Mr. Ives pursuant to the terms of his employment agreement all of which have vested and 750,000 stock options which are subject to meeting performance measures, of which 500,000 have vested. | | (7) Includes a discretionary grant of 225,000 stock options granted to Mr. Bell by the Compensation, Culture, and People Committee which vest 11,250 per month. | | (8) Includes 360,000 stock options granted to Mr. Bell pursuant to the terms of his employment agreement which vest 10,000 per month. | | (9) Includes 500,000 warrants granted to Mr. Bell pursuant to the terms of his employment agreement all of which have vested. | | (10) Includes 1,800,000 warrants granted to Mr. Bell pursuant to the terms of his employment agreement all of which have vested. | | (11) Includes a discretionary grant of 275,000 stock options granted to Mr. Merriman by the Compensation, Culture, and People Committee which vest 13,750 per month. | | (12) Includes a discretionary grant of 162,500 stock options granted to Mr. Merriman by the Compensation, Culture, and People Committee which vest 4,514 per month and 162,500 stock options which are subject to meeting a performance measure after which it vests 4,514 per month. | | (13) Includes 100,000 stock options granted to Mr. Merriman pursuant to the terms of his employment agreement which vest 2,083 per month. | | (14) Includes 150,000 stock options granted to Mr. Merriman pursuant to the terms of his employment agreement all of which have vested. |

  40. Outstanding Equity Awards at Fiscal Year-End

    | 30 | Castellum, Inc. |

  41. Indemnification Agreements with our Directors and Officers

    Indemnification Agreements with our Directors and Officers We have entered into indemnification agreements with each of our directors and executive officers pursuant to which we have agreed to indemnify such individuals against certain liabilities arising out of service as a director or officer of the Company and its subsidiaries. The indemnification agreements provide our directors and executive officers with contractual rights to the indemnification and expense advancement rights provided under our Amended and Restated Bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.

  42. Indemnification Agreements with our Directors and Officers

    | 32 | Castellum, Inc. |

  43. How do I recommend a director nominee?

    How do I recommend a director nominee? Stockholders interested in nominating an individual for election as director at the 2027 Annual Meeting of Stockholders may do so by sending their written nomination to: Castellum, Inc., 1934 Old Gallows Road, Suite 350, Vienna, VA 22182 Attention: Corporate Secretary, on or after February 18, 2027, but no later than March 20, 2027. In the event that the date of our annual meeting of stockholders is changed by more than 30 days from the date contemplated in this year’s proxy statement, stockholder nominations must be delivered not earlier than the 90th day prior to the annual meeting and not later than the close of business on the later of the 60th day prior to the anniversary of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made. As detailed in our Amended and Restated Bylaws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include all the information required by our Amended and Restated Bylaws and any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act. At the request of the Board, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets for the information required by Rule 14a-19 under the Exchange Act no later than March 20, 2027. However, if the 2027 annual meeting of stockholders is held more than 30 days before or after the anniversary of the 2026 annual meeting of stockholders, then such notice and the information required thereunder must be received by the later of 60 days prior to the date of the 2027 annual meeting of stockholders or the 10th day following the day on which we first publicly announce the date of the 2027 annual meeting of stockholders.

  44. How do I recommend a director nominee?

    | PROXY STATEMENT | 45 |