Momentus (MNTS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 6, 2026, to vote on seven proposals, including new Proposal 7 regarding January 2026 Warrants.

• Proposals focus on authorizing issuances of Class A common stock related to various warrants, convertible notes, and an equity line of credit, as well as increasing authorized shares.

• Reverse stock split at a ratio of 1-for-17.85 became effective December 17, 2025; all share figures are post-split.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of Class A common stock for convertible notes and warrants.

• Proposal 2: Approve issuance of Class A common stock for equity line of credit and pre-funded warrants.

• Proposal 3: Approve issuance of up to 418,466 shares for October 2025 Inducement Warrants, with exercise price amended to $5.40 per share.

• Proposal 4: Approve increase in authorized Class A common stock from 250M to 260M shares.

• Proposal 5: Approve issuance of up to 408,577 shares for December 2025 Inducement Warrants, with exercise price amended to $5.40 per share.

• Proposal 6: Approve adjournment of the meeting if more time is needed for solicitation.

• Proposal 7: Approve issuance of up to 925,926 shares for January 2026 Warrants, with $5.40 exercise price.

Board of directors and corporate governance

• Board recommends voting FOR all proposals and has determined each is in the best interests of shareholders.

• Proxy voting permitted by internet, phone, mail, or during the virtual meeting.