Momentus (MNTS) slashes note conversion price to $5.28 for 81,555 shares

Rhea-AI Filing Summary

Momentus Inc. reports that its Board approved a temporary reduction in the conversion price of its Junior Secured Convertible Promissory Note held by Yield Point NY LLC. As of February 20, 2026, the note had an outstanding principal balance of approximately $1.6 million.

The conversion price is being reduced from $19.9206 per share of Class A common stock to $5.28 per share, applicable to up to 81,555 shares. This lower price applies during the period from February 20, 2026 until March 25, 2026, or until all 81,555 shares are issued upon conversion, whichever occurs first, unless the company extends the offer.

Insights

Capital structure analyst

Momentus temporarily lowers note conversion price, adding potential share issuance.

Momentus Inc. has temporarily reduced the conversion price on its Junior Secured Convertible Promissory Note with Yield Point NY LLC from $19.9206 to $5.28 per share for up to 81,555 shares. The note’s outstanding principal is about $1.6 million as of February 20, 2026.

This change makes equity conversion more economically attractive for the noteholder within the specified window from February 20, 2026 to March 25, 2026, unless extended. If fully converted at the reduced price, the company would issue 81,555 shares of Class A common stock, modestly affecting the share count while reducing secured debt.

The actual impact depends on how much of the note Yield Point elects to convert during this period and whether the company extends the offer. Subsequent company disclosures may clarify any resulting changes in debt levels and shares outstanding after the March 25, 2026 end date.

false000178116200017811622026-02-202026-02-200001781162mnts:WarrantsMember2026-02-202026-02-200001781162us-gaap:CommonClassAMember2026-02-202026-02-20

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

February 20, 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.)

3901 N. First Street San Jose, California		95134
(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 8.01 Other Information.

As previously disclosed, on September 25, 2025, Momentus Inc. (the “Company”) entered into a Junior Secured Convertible Promissory Note (the “September 2025 Note”) with Yield Point NY LLC (“Yield Point”) which as of February 20, 2026 had an outstanding principal balance of approximately $1.6 million.  On February 19, 2026, the Board of Directors of the Company approved a reduction in the conversion price for the September 2025 Note from $19.9206 per share of the Company’s Class A Common Stock, par value $0.00001 per share (the “Common Stock”), to $5.28 per share of Common Stock up to 81,555 shares of Common Stock during the period beginning on February 20, 2026 and continuing until March 25, 2026 or all 81,555 shares of Common Stock are issued upon conversion, whichever first occurs, unless the offer is extended by the Company.

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:	February 20, 2026	Title:		Chief Financial Officer

FAQ

What change did Momentus Inc. (MNTS) make to the September 2025 Note?

Momentus temporarily reduced the conversion price on its Junior Secured Convertible Promissory Note. The price moved from $19.9206 to $5.28 per share for up to 81,555 Class A common shares, making conversion more favorable for the noteholder within a defined period.

How large is Momentus Inc.’s Junior Secured Convertible Promissory Note with Yield Point?

As of February 20, 2026, the September 2025 Note with Yield Point NY LLC had an outstanding principal balance of approximately $1.6 million. This balance is the amount that may be affected by conversions at the newly reduced share price during the specified window.

Over what period does the reduced $5.28 conversion price for MNTS shares apply?

The reduced $5.28 per share conversion price applies from February 20, 2026 until March 25, 2026. The period may also end earlier if all 81,555 shares are issued upon conversion, and it can be extended by the company if it chooses.

How many Momentus Inc. shares can be issued under the temporary conversion terms?

Under the temporary terms, up to 81,555 shares of Momentus Inc. Class A common stock may be issued. This cap applies to conversions at the reduced $5.28 price during the period from February 20, 2026 to March 25, 2026, unless the company extends the offer.

Who holds the Junior Secured Convertible Promissory Note referenced by Momentus Inc. (MNTS)?

The September 2025 Junior Secured Convertible Promissory Note is held by Yield Point NY LLC. Momentus negotiated the temporary reduction in conversion price for this note, potentially allowing Yield Point to convert debt into equity on more favorable terms for a limited time.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.2 KB