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 | |
| 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 |