Business Context and Reporting Period
This Form 8-K Current Report was filed by Castellum, Inc. on July 2, 2026, covering events occurring on July 1, 2026. The filing details the amendment of the employment agreement for Glen R. Ives, the Company's President and Chief Executive Officer.
Key Financial Metrics
The filing does not provide consolidated financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data presented is limited to executive compensation terms:
- Base Salary: $375,000 annually, increasing to $386,250 effective July 1, 2027.
- Stock Options (New Grant): 773,630 options with an exercise price of $0.73 per share.
- Stock Options (Accelerated Vesting): 500,000 options (granted January 2025) with an exercise price of $1.07 per share, now fully vested as of December 31, 2027.
- Annual Cash Incentive: Up to 50% of base salary (25% performance-based, 25% discretionary).
- Acquisition Bonus: Up to 100% of base salary contingent on accretive acquisitions meeting projected net sales.
Material Changes
The primary material change is the extension of Mr. Ives' employment term by eighteen months, expiring on December 31, 2027. This amendment includes:
- A new grant of 773,630 stock options valued at 106.6% of base salary using the Black-Scholes model.
- Acceleration of vesting for a prior grant of 500,000 stock options to full vesting by December 31, 2027.
- Introduction of a specific acquisition bonus structure tied to projected net sales of acquired entities.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing indicates a strategic focus on potential accretive acquisitions, evidenced by the new bonus structure tied to acquisition performance. The Compensation, Culture, and People Committee retains discretion over certain bonus components.
Risks and Contingencies:
- Severance Liability: In the event of termination without cause or resignation for good reason, the Company is obligated to pay severance equal to the earlier of 12 months of base salary or the remaining employment term.
- Performance Contingency: The acquisition bonus is strictly contingent on acquired entities meeting or exceeding projected net sales within a 12-month measurement period; failure to meet these targets results in no bonus.
Investor Verification Checklist
- Verify the total number of shares reserved under the Castellum, Inc. Third Amended 2021 Stock Incentive Plan to assess dilution impact from the 773,630 new options and the 500,000 accelerated options.
- Review the specific "Financial Model" and projected net sales thresholds required to trigger the acquisition bonus, as these are not detailed in the summary text.
- Confirm the Company's current cash position to evaluate its ability to fund the increased base salary and potential severance obligations.
- Examine the full text of Exhibit 10.1 for any additional covenants or conditions not summarized in the 8-K.