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 5, 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 2.02. | Results of Operations and Financial Condition. |
On May 5, 2026, Momentus Inc. (the “Company”) issued a letter to shareholders (the “Shareholder Letter”), which was posted on its website at investors.momentus.space. A copy of the Shareholder Letter is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
The Shareholder Letter includes estimates of certain preliminary financial results, which reflect management’s estimates based solely upon information available to management as of the date of the Shareholder Letter and are subject to the completion and finalization of the Company’s financial and accounting close procedures. The Shareholder Letter also includes guidance for the full 2026 fiscal year and business updates.
| Item 7.01. | Regulation FD Disclosure. |
The information set forth in Item 2.02 of this Current Report is incorporated in this item 7.01 by reference.
The Company also issued a press release (the “Press Release”) on the same date that the Shareholder Letter was issued. A copy of the Press Release is furnished herewith as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
The information in Item 2.02 and this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished, not filed, pursuant to Regulation FD. Accordingly, such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of such information is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Exhibit Description |
| Letter to Shareholders, dated May 5, 2026, issued by Momentus Inc. | |
| Press Release, dated May 5, 2026, issued by Momentus Inc. | |
| 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 5, 2026 | Title: | Chief Financial Officer |