Momentus CEO Receives Three-Year RSU Grant of 170k Shares

Rhea-AI Filing Summary

Momentus Inc. (MNTS) Form 4 filing dated 07/03/2025 discloses that Chief Executive Officer and Director John C. Rood received 170,580 Restricted Stock Units (RSUs) on 06/30/2025. Each RSU converts into one share of Class A common stock upon vesting. The grant vests in three equal annual installments beginning on the vesting commencement date, contingent on continued employment. No common shares were bought or sold, and the RSUs were acquired at a cost basis of $0, indicating a standard equity-based compensation award rather than an open-market transaction. Following the grant, Rood beneficially owns 170,580 derivative securities (RSUs) directly. The filing contains no sales, option exercises, or non-derivative share movements, and therefore does not immediately impact the company’s share count or insider ownership percentages until the RSUs vest.

Positive

• Incentive alignment: Three-year RSU vesting structure ties CEO compensation directly to share performance and long-term company objectives.

Negative

• Potential dilution: Up to 170,580 new shares will enter the float upon RSU vesting, incrementally diluting existing shareholders (~0.2%).

Insights

Securities Analyst

TL;DR: Routine RSU grant; neutral short-term impact, minor future dilution.

From an equity-capital perspective, the award is typical executive compensation. The 170,580 RSUs represent a modest portion of MNTS’s 89 million shares outstanding (≈0.2%), so future dilution is immaterial. Because no shares were sold or purchased on the open market, the transaction does not signal insider sentiment on valuation. Investors should monitor subsequent Form 4s for any sales after vesting dates that could indicate liquidity needs or confidence levels.

Corporate Governance Expert

TL;DR: Equity grant aligns CEO incentives, standard governance practice.

Granting multi-year RSUs ties leadership rewards to share performance and retention, aligning with shareholder interests. Three-year pro-rata vesting is market-standard for small-cap aerospace firms and encourages long-term strategy execution. No one-time acceleration clauses are disclosed, reducing governance risk. Overall, the filing is administratively routine with neutral market impact.

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

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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^*

Rood John C.

(Last) (First) (Middle)

C/O MOMENTUS INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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)	06/30/2025		A		170,580		(2)	(2)	Class A Common Stock	170,580	$0	170,580	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 three equal annual installments from Vesting Commencement Date, subject to Executive's continued Employment through each such vesting date.

Remarks:

	/s/ John Rood	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 shares did MNTS CEO John Rood acquire in the Form 4?

He received 170,580 Restricted Stock Units, each convertible into one share of Class A common stock.

Does the RSU grant involve an immediate cash outlay by the CEO?

No. RSUs were granted at $0 cost basis; they convert into shares as they vest.

When do the 170,580 RSUs granted to MNTS CEO vest?

They vest in three equal annual installments starting from the vesting commencement date, assuming continued employment.

Will this Form 4 filing dilute Momentus Inc. shareholders?

Dilution will occur only when RSUs vest and convert into shares, adding ≈0.2% to the share count.

Did the CEO sell any MNTS shares in this filing?

No. The filing reports only an acquisition of RSUs; no common shares were sold or purchased.