Momentus Stockholders Approve 6 Proposals, Reject Authorized Share Increase at Special Meeting

Momentus (NASDAQ:MNTS) stockholders voted on seven proposals at the company’s 2026 Special Meeting of Stockholders, including several items related to potential issuances of Class A common stock tied to existing financing instruments and warrants, as well as an increase to the company’s authorized share count.

The virtual meeting was led by President, CEO, and Chair Jon Rood, who called the meeting to order and introduced Chief Legal Officer and Corporate Secretary Jon Layman as secretary of the meeting. Rood said the session was conducted under the company’s amended and restated bylaws and the meeting’s published rules of conduct and procedure.

Meeting agenda and voting process

Rood stated that stockholders could vote online through the closing of the polls and that online voting would revoke any previously submitted proxy for the shares voted during the meeting. He also noted that questions would be addressed only if they related to items on the meeting agenda, and directed other inquiries to the company’s investor relations email address.

The company confirmed the record date for the meeting was Dec. 10, 2025. Rood said more than one-third of the outstanding shares of Class A common stock as of the record date were present in person or by proxy, establishing a quorum. Momentus appointed a representative of The Carideo Group as inspector of elections, and Tony Carideo was identified as attending in that role.

Seven proposals presented to stockholders

Rood reviewed each proposal and said the board of directors recommended that stockholders vote “for” all seven items. The proposals were described as follows:

• Proposal 1: Approval of the potential issuance of Class A common stock in connection with the exercise of certain existing convertible notes and warrants in excess of 19.99% of the company’s outstanding Class A common stock, in accordance with Nasdaq Listing Rule 5635(d), including any future adjustments to warrant exercise prices.
• Proposal 2: Approval of the potential issuance of Class A common stock to an investor in connection with the company’s equity line of credit and the exercise of certain pre-funded warrants in excess of 19.99% of outstanding shares, under Nasdaq Listing Rule 5635(d).
• Proposal 3: Approval of the potential issuance of Class A common stock tied to holders of certain existing October 2025 inducement warrants in excess of 19.99% of outstanding shares, under Nasdaq Listing Rule 5635(d), including any future adjustments to warrant exercise prices.
• Proposal 4: Approval of a certificate of amendment to Momentus’s second amended and restated certificate of incorporation to increase authorized shares of Class A common stock from 250 million to 260 million.
• Proposal 5: Approval of the potential issuance of Class A common stock tied to holders of certain existing December 2025 inducement warrants in excess of 19.99% of outstanding shares, under Nasdaq Listing Rule 5635(d), including any future adjustments to warrant exercise prices.
• Proposal 6: Approval to postpone or adjourn the special meeting to a later date, if necessary or appropriate, to permit further solicitation and voting of proxies in the event there were insufficient votes to approve any of the other proposals.
• Proposal 7: Approval of the potential issuance of Class A common stock tied to holders of certain existing January 2026 warrants in excess of 19.99% of outstanding shares, under Nasdaq Listing Rule 5635(d), including any future adjustments to warrant exercise prices.

Rood noted that these seven proposals were the only matters up for a vote at the meeting.

Preliminary results: most proposals approved, share increase rejected

After pausing for any final ballots and asking whether stockholders had questions regarding the proposals, Rood said there were no additional questions. He then closed the polls.

Rood reported that the inspector of elections provided a preliminary vote report indicating stockholders approved six of the seven proposals. According to the preliminary tally, stockholders approved:

• the convertible notes and warrants issuance proposal (Proposal 1),
• the equity line of credit and pre-funded warrants issuance proposal (Proposal 2),
• the October 2025 inducement warrants issuance proposal (Proposal 3),
• the December 2025 inducement warrants issuance proposal (Proposal 5),
• the adjournment proposal (Proposal 6), and
• the January 2026 warrants issuance proposal (Proposal 7).

Rood said the proposal to increase authorized Class A common shares from 250 million to 260 million (Proposal 4) was not approved in the preliminary results.

Next steps and SEC filing

Momentus said the final vote results will be reported to the Securities and Exchange Commission in a Form 8-K within four business days. Rood then adjourned the meeting after concluding the day’s business.

About Momentus (NASDAQ:MNTS)

Momentus Inc is a space logistics and in-space transportation company that develops and operates orbital transfer vehicles (OTVs) to move satellites and other payloads between orbits. Its core offering, the Vigoride platform, uses a proprietary water plasma propulsion system to provide sustainable, high-efficiency thrust for a range of orbital maneuvers. The company’s solutions are designed to enable flexible deployment and repositioning of satellites after launch, assisting satellite operators in optimizing mission lifespans and orbital slots.

Founded in 2017 and headquartered in Santa Clara, California, Momentus has pursued a path of technology demonstration and commercialization.