Form 8-K
8-K — Momentus Inc.
Accession: 0001140361-26-022497
Filed: 2026-05-22
Period: 2026-05-19
CIK: 0001781162
SIC: 3760 (GUIDED MISSILES & SPACE VEHICLES & PARTS)
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — ef20074640_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (ef20074640_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: ef20074640_8k.htm · Sequence: 1
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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 Exchange Act of 1934
May 19, 2026
Date of Report (date of earliest event reported)
Momentus Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-39128
84-1905538
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1762 Automation Parkway
San Jose, California
95131
(Address of Principal Executive Offices)
(Zip Code)
(650) 564-7820
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
☐
Written communications 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 240.13e-4(c))
Securities registered pursuant to section 12(g) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock
MNTS
The Nasdaq Stock Market LLC
Warrants
MNTSW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07
Submission of Matters to a Vote of Security Holders.
On May 19, 2026, Momentus Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the meeting. The final results of
voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1
Election of Two Directors
Voting results for the election of directors were as follows:
Momentus Nominees
For
Withheld
Broker Non-Votes
Chris Hadfield
892,532
22,286
1,361,297
John C. Rood
890,446
24,372
1,361,297
Accordingly, both of the Company’s nominees were elected to serve as directors of the Company until the 2029 Annual Meeting of Stockholders and until their respective
successors are appointed, elected, and qualified.
Proposal 2
Ratification of Appointment of Auditors
Ratification of the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by the following vote:
For
Against
Abstain
2,256,257
14,739
5,119
Proposal 3
Equity Incentive Plan Proposal
Approval of an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares available for issuance thereunder was approved by the following vote:
For
Against
Abstain
Broker Non-Vote
795,227
113,598
5,993
1,361,297
Proposal 4
Evergreen Share Proposal
Approval of an amendment to the Company’s 2021 Equity Incentive Plan to increase annual evergreen percentage increase to the number of shares available for issuance thereunder was approved by
the following vote:
For
Against
Abstain
Broker Non-Vote
668,009
117,635
129,174
1,361,297
Proposal 5
Say-on-Pay Proposal
Approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved by the following vote:
For
Against
Abstain
Broker Non-Vote
842,147
54,357
18,314
1,361,297
Proposal 6
Say-on-Pay Frequency Proposal
Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers was approved at a frequency of every “three years” by the
following vote:
1 Year
2 Years
3 Years
Abstain
218,956
3,315
667,946
24,601
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed on the exhibit index accompanying this Current Report on Form 8-K are furnished herewith.
Exhibit No.
Description
10.1
Second Amendment to the 2021 Equity Incentive Plan.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
By:
/s/ Lon Ensler
Name:
Lon Ensler
Dated:
May 22, 2026
Title:
Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: ef20074640_ex10-1.htm · Sequence: 2
Exhibit 10.1
SECOND AMENDMENT
TO THE
MOMENTUS INC.
2021 EQUITY INCENTIVE PLAN
THIS SECOND AMENDMENT TO THE MOMENTUS INC. 2021 EQUITY INCENTIVE PLAN (this “Amendment”) is
effective as of May 19, 2026. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.
RECITALS
WHEREAS, Momentus Inc. (the “Company”) currently awards long-term compensation to certain
non‑employee directors, employees, and consultants under its 2021 Equity Incentive Plan, as amended by that certain First Amendment dated as of May 19, 2025 (as amended, the “Plan”);
WHEREAS, the Plan reserves 60,260 shares of Class A common stock, on a split-adjusted basis, for issuance in connection with awards granted thereunder;
WHEREAS, the Company desires to amend the Plan to increase the number of shares of Class A common stock reserved for issuance under the Plan by 500,000
shares;
WHEREAS, this Amendment requires the approval of the Company’s stockholders;
WHEREAS, the Board has determined that it is in the best interests of the Company, subject to the approval of the Company’s stockholders at the
Company’s 2026 Annual Meeting of Stockholders, to amend the Plan to increase the number of shares of Class A common stock reserved for issuance under the Plan by an additional 500,000 shares, from 60,260 shares to 560,260 shares, and to amend the
Plan as set forth in this Amendment; and
WHEREAS, the Board has determined that it is in the best interests of the Company, subject to the approval of the Company’s stockholders at the
Company’s 2026 Annual Meeting of Stockholders, to amend the Plan to increase the evergreen provision percentage by which the number of shares of our Class A common stock available for issuance under the Plan increases each year from 3.0% of the
outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year to 5.0% of the outstanding shares of Class A common stock the last day of the immediately preceding fiscal year, and to amend the Plan as set forth
in this Amendment.
NOW, THEREFORE, the Plan shall be amended effective as of the date hereof as follows:
1. Paragraph 3(a) of the Plan is deleted in its entirety and replaced with the following:
(a) Stock Subject to the Plan. Subject to the provisions of Sections 3(b) and 15 of the Plan, the maximum aggregate number of Shares that may
be issued under the Plan is will not exceed the sum of (i) 560,260 new Shares, plus (ii) the number of Shares subject to awards or issued under the Company’s Amended and Restated 2018 Stock Plan and Space Apprentices Enterprise Inc. 2018 Stock Plan
(the “Existing Plans”) that otherwise would have been returned to the Existing Plans on or after the Effective Date on account of the expiration, cancellation, forfeiture or repurchase of
awards granted thereunder. The Shares may be authorized, but unissued, or reacquired Common Stock. Notwithstanding the foregoing, subject to the provisions of Section 15 below, in no event shall the maximum aggregate number of Shares that may be
issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in this Section 3(a) plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any Shares that again become
available for issuance pursuant to Sections 3(b) and 3(c).
2. Paragraph 3(b) of the Plan is deleted in its entirety and replaced with the following:
(b) Automatic Share Reserve Increase. The number of Shares available for issuance under the Plan will be increased on the first day of each
Fiscal Year beginning with the 2022 Fiscal Year and ending on (and including) the first day of the 2031 Fiscal Year, in each case, in an amount equal to the lessor of (i) five percent (5.0%) of the outstanding Shares on the last day of the
immediately preceding Fiscal Year and (iii) such number of Shares determined by the Board.
2. Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect. In the event of a
conflict between this Amendment and the Plan, this Amendment shall control.
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Plan, to be effective as of the date first written above.
MOMENTUS INC.
By:
/s/ Lon Ensler
Name: Lon Ensler
Title: Chief Financial Officer
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