Momentus Form 4: Executive Receives 127k RSUs, Minimal Dilution

Rhea-AI Filing Summary

Momentus Inc. (MNTS) – Form 4 insider filing

Chief Legal Officer Jon Layman reported the grant of 127,298 Restricted Stock Units (RSUs) on 22 Apr 2025. Each RSU represents the right to receive one share of Class A common stock upon vesting. The award:

• Vests in four equal annual tranches beginning from the stated vesting commencement date, contingent on continued employment.
• Was recorded at a transaction price of $0, reflecting a compensation grant rather than an open-market purchase or sale.
• Leaves Mr. Layman with 127,298 derivative securities (RSUs) directly owned following the transaction; no non-derivative

No shares were sold or transferred, and the filing does not reflect any cash proceeds or immediate dilution. The disclosure is routine executive compensation and does not involve a 10% owner or director purchase/sale. Investors should note the potential future share issuance once the RSUs vest, which, while modest relative to Momentus’ outstanding share count, will marginally increase dilution over the next four years.

Positive

• Management alignment: Granting RSUs ties the Chief Legal Officer’s compensation to share performance, potentially enhancing shareholder alignment.

Negative

• Future dilution: The 127,298-share RSU grant will incrementally increase share count as units vest over the next four years.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU grant; negligible near-term impact, minor future dilution.

The Form 4 shows a standard long-term incentive grant to the Chief Legal Officer, aligning management interests with shareholders. With 127k RSUs, the award is modest versus Momentus’ ~115 million shares outstanding (≈0.11%). No cash outlay or sale occurred, so market supply/demand is unchanged today. Dilution materialises only as tranches vest annually over four years. Such grants are commonplace for newly hired or retained executives and generally viewed as neutral unless cumulative equity awards become excessive.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Layman Jon

(Last) (First) (Middle)

3901 N. FIRST STREET

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Momentus Inc. [ MNTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	04/22/2025		A		127,298		(2)	(2)	Class A Common Stock	127,298	$0	127,298	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Momentus, Inc. Class A Common Stock.

2. Represents a grant of Restricted Stock Units, which vest in four equal annual installments from Vesting Commencement Date, subject to Executive's continued Employment through each such vesting date.

Remarks:

	/s/ Dixie Pepper, Attorney-in-Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many RSUs were granted to Momentus (MNTS) Chief Legal Officer?

A total of 127,298 Restricted Stock Units were granted.

When was the insider transaction by Jon Layman reported?

The grant date listed on Form 4 is April 22, 2025, and the form was signed on July 3, 2025.

Does the filing involve any sale of Momentus shares?

No. The filing reports only an equity grant; no shares were sold or disposed of.

What is the vesting schedule for the RSUs?

The RSUs vest in four equal annual installments from the vesting commencement date, subject to continued employment.

Will this RSU grant dilute existing shareholders?

Dilution is minor (~0.11%) and will occur gradually as each tranche vests over four years.

What is the ownership form of the reported RSUs?

All 127,298 RSUs are held directly by the reporting person.