Momentus Inc

This management proposal asks shareholders to authorize, under Nasdaq Listing Rule 5635(d), the issuance of Class A common stock upon the exercise of certain convertible notes and warrants and any future adjustments to the warrants’ exercise prices. Management is seeking shareholder approval to comply with Nasdaq listing rules because the conversion or exercise could, in the aggregate, constitute a non-public offering that meets the 20% threshold triggering stockholder approval, and because certain issuance or exercise rights are conditioned upon shareholder authorization. Approval would clear the regulatory and exchange-related hurdle that would otherwise prevent the Company from issuing shares upon exercise, facilitating potential cash proceeds from exercises and providing the company with additional liquidity to support its business plan. The proposal has governance implications because it permits issuance of additional equity that will dilute existing holders’ voting power, liquidation and economic rights and could increase the float available for sale in the public market, potentially depressing the stock price. The Board contends that the underlying conversions and exercises have already provided or will provide important capital and that denying approval would not unwind existing agreements but would instead force repeated, costly re-solicitations or restrict the Company’s ability to accept exercises. The required vote is a majority of the voting power present and voted on the matter, and broker non-votes are expected to be relevant because this is classified as a non-routine matter for brokers. The Board recommends FOR because it believes the financings and related instruments are in the Company’s and stockholders’ best interests by enabling necessary capital-raising and compliance with Nasdaq rules. If approved, the Company could receive incremental proceeds if warrants are exercised for cash; if not approved, the Company must continue to seek approval and could face additional financing uncertainty and costs.

This proposal requests shareholder authorization to issue Class A common stock under the Company’s Equity Line of Credit (ELOC) arrangements and upon exercise of certain pre-funded warrants, including approval of any future adjustments to the ELOC rate. Management is pursuing the vote to ensure compliance with Nasdaq Listing Rule 5635(d) because equity issuances under the ELOC could otherwise trigger the 20% threshold for non-public offerings, and Nasdaq approval is necessary to permit future issuances tied to the ELOC and related pre-funded warrants. The practical effect of approval is to preserve the Company’s ability to draw incremental capital through the ELOC and monetize pre-funded warrants, which the Board views as critical to funding operations and reducing near-term liquidity risk. From a governance and market perspective, the authorization allows additional shares into the market, which will dilute existing holders and could place downward pressure on the stock. The Board frames the proposal as a necessary technical and regulatory step to implement previously negotiated or contemplated financing arrangements rather than a discretionary expansion of authorized capital. The required vote is a majority of votes cast on the matter; because brokers view these matters as non-routine, beneficial owners should return voting instructions to ensure their shares are counted. The Board recommends FOR, asserting the transaction will strengthen the Company’s liquidity and is in the best interest of stockholders. If not approved, the Company’s ability to draw under the ELOC or permit holder exercises could be constrained, potentially increasing financing risk or forcing alternative, potentially more dilutive financing.

This proposal asks shareholders to approve the potential issuance of up to 418,466 shares of Class A common stock upon exercise of the October 2025 Inducement Warrants, and any future adjustments to the exercise price, to comply with Nasdaq Listing Rule 5635(d). The October 2025 Inducement Warrants were issued pursuant to an inducement agreement dated October 14, 2025 in connection with the holder’s cash exercise of certain existing March and July 2025 warrants, and the Company agreed to seek stockholder approval for exercise rights at an annual or special meeting. The warrants initially had an exercise price of $13.7445 per share, subsequently amended on January 5, 2026 to $5.40 per share, and, if exercised for cash, could provide the Company up to approximately $5.8 million before considering beneficial ownership limitations. The warrants include customary beneficial ownership limitations (4.99% default, adjustable to 9.99% upon notice) and are exercisable for five years following the stockholder approval date; the Company also filed a Form S-1 to register the resale of the underlying shares, effective November 17, 2025. Approval would allow the holder to exercise and the Company to issue the underlying shares, providing potential liquidity and proceeds but also producing dilution, an increased free float and potential downward pressure on the stock price. If stockholders do not approve, the inducement agreement and warrants remain binding, but the Company would be required to hold subsequent meetings (every 30 days under the terms) to seek approval, imposing additional cost and uncertainty and potentially constraining capital-raising flexibility. The Board recommends FOR on the basis that the inducement transaction provided significant capital to the Company and that shareholder approval is required for compliance with Nasdaq rules to permit the anticipated exercises.

This proposal seeks shareholder approval to amend the Company’s certificate of incorporation to increase the number of authorized Class A common shares from 250,000,000 to 260,000,000. Management is advancing the amendment to ensure the company has sufficient authorized shares to satisfy potential issuances arising from the various warrant and financing transactions described elsewhere in the proxy (including inducement and private-placement-related warrants) and to preserve flexibility for future capital needs. The change is relatively modest in size (an increase of 10 million shares) but has clear dilutionary and governance implications because it increases the pool of shares the Board may issue and therefore can affect voting power and economic interests of current holders. The approval standard is higher for this proposal—the affirmative vote of a majority of the outstanding Class A shares entitled to vote—so stockholder approval reflects a broader consensus. The Company notes this proposal and the adjournment proposal are considered “routine” for broker discretionary voting purposes, which may increase the likelihood of broker votes being cast absent beneficial owner instructions. The Board recommends FOR, arguing that the increase is necessary to effectuate current financings and to avoid the administrative and transactional delays that could arise if additional authorized shares were not available when needed. If approved, the amendment would facilitate timely issuances; if not approved, the Company may need to pursue alternative financing structures or additional meetings to obtain authority when new issuances are required.

This proposal asks shareholders to approve the issuance of up to 408,577 shares of Class A common stock upon exercise of the December 2025 Inducement Warrants and any future adjustments to the exercise price, pursuant to Nasdaq Listing Rule 5635(d). The December 2025 Inducement Warrants were issued under a December 9, 2025 inducement agreement in connection with the cash exercise of certain August 2025 warrants; the warrants initially had a $13.7445 exercise price that was amended on January 5, 2026 to $5.40 per share, and the exercise of the December 2025 warrants could provide the Company with up to approximately $5.6 million in proceeds before giving effect to beneficial ownership limitations. The warrants include a 4.99% default beneficial ownership limit (adjustable up to 9.99% with notice), are exercisable for five years following stockholder approval, and the Company filed a Form S-1 on December 19, 2025 to register the resale of the underlying shares. Approval would facilitate issuance and potential cash proceeds but would dilute existing shareholders and increase the free float, possibly exerting downward pressure on the share price. If the proposal is not approved, the Company would remain bound by its agreements but would be required to repeatedly seek stockholder approval (every 30 days under the warrant terms), incurring additional expense and delaying the Company’s ability to accept exercises. The Board recommends FOR, citing the capital provided by the inducement transactions and the need to comply with Nasdaq rules to permit exercise.

This proposal asks shareholders to grant the meeting chair and Company the authority to adjourn or postpone the Special Meeting if there are insufficient votes to approve any of the matters being presented. Management seeks this authority as a practical measure to allow additional time for solicitation of proxies, which can be crucial for obtaining the affirmative votes required for Nasdaq-related issuances and the Share Increase Proposal. The adjournment mechanism protects the Company from having to reconvene an entirely new meeting and reduces administrative and financial costs by permitting follow-up solicitations and additional outreach to holders who did not vote initially. Approval has procedural implications: abstentions count as votes against the adjournment, and the vote requires a majority of the voting power present or represented by proxy at the meeting. Granting adjournment authority can benefit holders by enabling the Company to secure required approvals without repeated filings and incremental expense, but it can also delay finality for holders awaiting outcomes on the underlying transactions. The Board recommends FOR because the authority is standard practice and provides flexibility to complete solicitations efficiently. If not approved, the Company would be forced to either accept the meeting’s results as final or incur the expenses associated with calling a separate special meeting to re-seek approval.

This proposal requests shareholder approval to permit issuance of up to 925,926 shares of Class A common stock upon exercise of the January 2026 Warrants issued in connection with a January 5, 2026 private placement, together with any future adjustments to the warrants’ exercise price as required by Nasdaq Listing Rule 5635(d). The Private Placement closed on January 6, 2026 and generated approximately $5.0 million in gross proceeds; the January 2026 Warrants have an exercise price of $5.40 per share and will expire five years after the stockholder approval date, subject to customary anti-dilution and beneficial ownership limitation provisions (4.99% cap). The January 2026 securities include pre-funded warrants and warrants; the Company entered into a Registration Rights Agreement obligating the Company to file and have effective a registration statement covering resale of the registrable securities within a specified period, and the agreements include liquidated damages (1.5% monthly) if certain resale windows are blocked. The transaction also involved a placement agent that received cash fees and Placement Agent Warrants to purchase 46,296 shares at $5.94 exercisable after 180 days; the Company agreed to customary restrictions on additional issuances for specified 30- and 90-day windows around the effective date of the resale registration. Approval would permit the investor to exercise the warrants and allow the Company to receive potential proceeds (approximately $5.0 million if exercised in full), while creating dilution and increasing the public float which could affect market price and volatility. If not approved, the Company must re-solicit approval every six months under the warrant terms, creating financing uncertainty and additional cost. The Board recommends FOR, arguing that the private placement provided significant capital and that approval is necessary to comply with Nasdaq rules and permit the anticipated exercises.