MNTS 10-K & 10-Q changes, risk factors and insider trading

Investing in our securities involves risks. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before deciding whether to purchase any of our securities. Our business, results of operations, financial condition, and prospects also could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors include potential harm to our business, reputation, brand, financial condition, results of operations, and prospects. In such event, the market price of our securities could decline, and you could lose all or part of your investment.

Unless the context otherwise requires, all references to the “Company,” “we,” “usus,” or “our” refer to Momentus and its subsidiaries.

We will require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable termsterms, or at all.

To raise additional funding, we may need to sell equity securities or debt securities in one or more transactions at prices and on terms that are determined from time to time. As an incentive to investors, we may also issue warrants, including pre-funded warrants, as part of these transactions. Our current stockholders will be diluted by the issuance of equity securities or securities convertible into equity securities in connection with these transactions, and the terms of any such transactions may not be favorable to the Company. Any debt financing, if available, may also involve restrictive covenants that could reduce our operational flexibility or profitability.

We will need to raise additional capital in order to continue our operations and execute on our business plan. If we cannot raise funds on acceptable terms, or at all, we may not be able to grow our business, respond to competitive pressures or continue our operations.

We have incurred significant losses sincein inception,the past, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.

We incurred operatingnet losses of $29.7$30.5 million and $68.2$34.9 million for the years ended December 31, 20242025 and 2023,2024, respectively. There is a risk that we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.

Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses, or if we haveany future negative cash flow or losses resulting from the operation of our business, could have a material adverse effect on our business, financial condition, and results of operations.

We have a history of deliveringdelivered customer satellites and payloads into orbit using our service vehicles since 2022, however setbacks experienced during our future missions and other demonstration and commercial missions could have a material adverse effect on our business, financial conditioncondition, and results of operation and could harm our reputation.

The success of our in-space infrastructure services business will dependdepends on our ability to successfully and regularly deliver customer satellites and payloads to custom orbits. Our initial missionmission, Vigoride 3, in May 2022 with Vigoride 3 was a hybrid commercial-demonstration mission inon which our vehicle wouldwas scheduled to deliver paying customers’ satellites into orbit for the first time. We used a third-party deployer from a partner company to place our first customer satellite in orbit. Our Vigoride 3 spacecraft reached low-Earth orbit and was able to deploy two out of nine customer satellites, but certain anomalies relating primarily to its power systems limited our ability to communicate with and control the vehicle. SinceAfter that time, the Vigoride spacecraft has3 deployed five additional customer satellites, but we have been unable to confirm the deployment of the remaining two customer satellites. TheThese issues also prevented Vigoride 3 from performing orbit change maneuvers and technology demonstrations that were part of our program to validate our technology in space,space and to demonstrate end-to-end in-space transfer and service operations.

We used the Vigoride 5 and Vigoride 6 missions to conduct on-orbit functional testing for the MET and other system elements which were used to assess the performance of the individual components and theour overall system. Like the ground test campaigns we conduct, on-orbit tests canare bedesigned understoodto as incremental confidence-building measures — meetingaddress key requirements for thrust, specific impulse, firing duration, lifetime and other performance parameters which helpedhelp Momentus determine whether the MET isand other system elements are performing in accordance with our expectations. Doing so repeatedly, both on the ground and on orbit, enabled Momentus to mature the MET to Technology Readiness Level 9, the highest level and is expected to contribute to growing customer confidence.level.

WeThere are mindful of the inherent risks involved in the initial use of hardware and complex systems in space given the difficulties of replicating all aspects of the environment and stresses that the system will experience in space during ground-based testing in simulated environments.

While we conducted analysis of the root causes of all anomalies experienced during the three missions, there can be no assurance that we will not experience operational or process failures and other problems anyon future missions. Any failures, delays, or setbacks, including anomalies experienced in our current or future mission, could harm our reputation and have a material adverse effect on our business, financial conditioncondition, and results.

We are dependent on the successful development of our satellite technology Orbital Service Vehicles and related technology.

Our current primary research and development objectives focus on the development of satellites, satellite buses, related satellite technologies such as solar arrays and our existing and future Orbital Service VehiclesOSVs and related technology. If we do not complete development of these vehicles in our anticipated timeframes or at all, our ability to grow our business will be adversely affected. The successful development of our vehicles and related technology involves many uncertainties, some of which are beyond our control, including, but not limited to:

The markets in which we operate are characterized by changing technology and evolving industry standards, and we may not be successful in identifying,identifying and marketing products and services that respond to rapid technological change, evolving technical standards and systems developed by others. Our competitors may develop technology that better meets the needs of our customers. If we do not continue to develop, manufacture, and market innovative technologies or applications that meet customers’ requirements, sales may suffer, and our business may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business, or fund other liquidity needs, and our business prospects, financial condition and results of operations could be materially and adversely affected.

We have been focused on developing satellite technology and space transportationtransportation, communication, and infrastructure services since 2017. While we have operated since 2017, we have limited operating history in developing and commercializing these technologies and services, particularly at scale. This limited operating history makes it difficult to evaluate Momentus’ future prospects and the risks and challenges we may encounter. RisksMomentus faces now and challenges Momentus has faced or expects to face includein the future risks and challenges related to our ability to:

If Momentus fails to address the risks and difficultieschallenges that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. Further, because Momentus has limited historical financial data and operates in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more developed market. Momentus has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by companies with limited operating histories in rapidly changing industries. If Momentus’ assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial conditioncondition, and results of operations could be adversely affected.

The market for spaceflight and in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect.

Our customer contracts are cancellable by customers for convenience. If a customer cancels a contract before it is required to pay the last deposit prior to launch, we may not receive all potential revenue from these orders, except for an initial non-refundable deposit which is typically due at the time the contract is signed. In certain situations, Momentus may decide to refund customers for theircustomer deposits, even though it is not contractually required, to maintain goodwill with customers.

The cyclical nature of the space industry could negatively impact our ability to accurately forecast customer demand. We may not be able to achieve or maintain adequate gross margins or profits in these markets.

Although there have been and will continue to be technological advances in spaceflight, it is still an activity with inherent risk. Explosions and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incidents should occur, we will likely experience a total loss of our vehicle and our customers’ payloads. The total or partial loss of one or more vehicles or customer payloads could have a material adverse effect on our results of operations and financial condition. For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch failure, but it may not cover all losses associated with launch failure and possible further losses incurred from the inability to test our technology from the result of such failure.

Depending on the circumstances and market conditions, launch insurance may be extremely expensive, and we cannot assure you that we will be able to acquire it on favorable terms, or at all. While we are not procuring launch insurance at this time, we are compliant with third party on orbit liability insurance requirements as required by certain countries where certain of our customers domicile.

We have insured against liability to third parties from launch activities as required by law to the extent that insurance was available on acceptable premiums and other terms. The insurance coverage for third-party damages may not be sufficient to cover the liability. Although the U.S. government may pay claims for third-party damages to the extent they exceed our insurance coverage, this depends on a government appropriation and is subject to a statutory limit. In addition, this insurance will not protect us against our own losses, including to our launch support operations, complexcomplex, and satellites.

Delays in the manufacturing of satellites, launch delays, damage, or destruction during pre-launch operations, launch failures or incorrect orbital placement could have a material adverse effect on our business, financial condition and results of operations. The loss of, or damage to, a satellite due to a launch failure could result in significant delays in anticipated revenue to be generated by that satellite. Any significant delay in the commencement of service of a satellite would delay or potentially permanently reduce the revenue anticipated to be generated by that satellite. In addition, if the loss of a satellite were to occur, we may not be able to accommodate affected customers with our other satellites until a replacement satellite is available, and we may not have on hand, or be able to obtain in a timely manner, the necessary funds to cover the cost of any necessary satellite replacement. Any launch delay, launch failure, underperformance, delay, or perceived delay could have a material adverse effect on our results of operations, business prospectsprospects, and financial condition.

If our spacecraft fail to operate as intended, it could have a material adverse effect on our business, financial conditioncondition, and results of operations.

RecentIn yearsrecent have seen increases inyears, the number of satellites deployed to low-Earth orbits,orbits has increased, and publicly announced plans call for many thousands of additional satellite deployments over the next decade. The proliferation of these low-Earth orbit constellations could materially increase the risks of potential collision with space debris or another spacecraft and affect our ability to effectively access sufficient orbital slots to support the expected growth across our business.

The space transportation industry is still developing and evolving, but we expect it to be highly competitive. Currently, our primary competitors in delivering small satellites into a specific orbit are small launch vehicle providers such as Firefly and Rocket Lab, as well as orbital transfer and service vehicle providers such as D-Orbit, Exotrail, Impulse Space, LauncherLauncher, and Quantum Space. Some companies, such as Rocket Lab and Firefly Aerospace, are developing both small launch vehicles and transfer vehicles.

A number of significant competitors produce satellites, buses, and related technologies in the same class as those offered by Momentus. Significant competitors for satellites, buses, and related technologies include York Space, Terran Orbital, Raytheon Blue Canyon, and Airbus. Many of our current and potential competitors are larger and may have substantially greater resources than we have or may expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion of their offerings or offer lower prices. Our current and potential competitors may also establish cooperative or strategic relationships among themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor, for example, could benefit from subsidies from,from more permissive regulatory requirements in, or other protective measures by, its home country.

Our success depends, in significant part, on our ability to protect our intellectual property rights, including our water-based propulsion technology and certain other methodologies, practices, tools, technologiestechnologies, and technical expertise we utilize in designing, developing, implementing, and maintaining applications and processes used in our vehicles and related technologies. To date, we have relied primarily on trade secrets and other intellectual property laws, non-disclosure agreements with our employees, consultants and other relevant persons and other measures to protect our intellectual property and intend to continue to rely on these and other means. We also try to protect our intellectual property by filing patent applications related to our technology, inventions and improvements that are important to the development of our business. The steps we take to protect our intellectual property may be inadequate.

Patents, if issued, may be challenged, invalidated, or circumvented. If our patents are invalidated or found to be unenforceable, we will lose the ability to exclude others from making, using or selling the inventions claimed. Moreover, an issued patent does not guarantee us the right to use the patented technology or commercialize a product using that technology. Third parties may have blocking patents that could be used to prevent us from developing our product. Thus, patents that we may own in the future may not allow us to exploit the rights conferred by our intellectual property protection. Even if issued, they may not be issued with claims sufficiently broad to protect our technologies or may not provide us with a competitive advantage against competitors with similar technologies. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. Momentus’ competitors may also design around Momentus’ issued patents, which may adversely affect Momentus’ business, prospects, financial conditioncondition, and operating results.

Our success depends in part upon successful prosecution, maintenance, enforcement and protection of our owned intellectual property. To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. The results of intellectual property litigation are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition, operating resultsresults, and prospects.

In addition, we may from time-to-time face allegations that we are infringing, misappropriating, or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on our business, contracts, financial condition, operating results, liquidityliquidity, and prospects.

Changes in laws, regulations, political leadership and environment, and/or security risks may dramatically affect our ability to obtain any required regulatory approvals and conduct or continue to conduct business in international markets, including sales to customers and purchases from suppliers outside the United States. We may also be impacted by U.S. and foreign national policies and priorities, political decisions and geopolitical relationships, any of which may be influenced by changes in the threat environment, political leadership, geopolitical uncertainties, world events, bilateral and multi-lateral relationships and economic and political factors, and any of which could impact our operations and/or export authorizations, impair our ability to obtain any required regulatory approvals or delay purchasing decisions or payments and the provision of supplies, goods and services including, without limitation, in connection with any government programs. Global economic conditions and fluctuations in foreign currency exchange rates and tariffs could further impact our business. For example, the tightening of credit in financial markets outside of the United States could adversely affect the ability of our customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for our products and services or impact the ability of our customers to make payments. In particular, the imposition (or threatened imposition) of tariffs by the U.S. government and countermeasures that were, and may be taken, in response thereto could materially adversely impact global economic and political conditions, and disrupt the business of our customers and suppliers, and thereby harm our business.

•unexpected weather patterns, natural disastersdisasters, or other events that force a cancellation or rescheduling of launches;

As of December 31, 2024,2025, Momentus had $202.6$259.6 million of U.S. federal and $79.6$103.4 million of state net operating loss carryforwards available to reduce future taxable income. The U.S. federal operating loss carryforwards incurred after 2017 will be carried forward indefinitely for U.S. federal tax purposes. While these federal net operating losses (“NOLs”) can be carried forward indefinitely, California net operating losses begin to expire in the year ending December 31, 2037. It is possible that Momentus will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Internal Revenue Code (the “U.S. Tax Code”), respectively, and similar provisions of state law. Under those sections of the U.S. Tax Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Momentus has not yet undertaken an analysis of whether the Business Combination constitutes an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code.

We may in the future be subject to substantial litigation, regulatory actions, government investigations, proceedingsproceedings, and similar actions that could cause us to incur significant legal expenses and which could have a material adverse effect on our business, operating resultsresults, or financial condition.

We are currently, and may in the future be,be subject to substantial litigation, regulatory actions, government investigations, proceedingsproceedings, and similar actions including matters related to commercial disputes, intellectual property, employment, securities laws, disclosures, whistleblower, environmental, tax, accounting, class action, and product liability, as well as trade, regulatoryregulatory, and other claims related to our business and our industry. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, operating resultsresults, or financial condition.

Securities class actions, shareholder derivative actionsactions, and other current or future litigation matters may be time‑consuming, divert management’s attention and resources, cause the Company to incur significant defense and settlement costs or liability, even if we believe the claims asserted against us are without merit. We intend to vigorously defend against all such claims. While a certain amount of insurance coverage is available for expenses or losses associated with current or future lawsuits, this coverage may not be sufficient. Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. Based on information currently available, we are unable to estimate reasonably a possible loss or range of possible losses, if any, with regard to the current securities class actions, shareholder derivative actions and other lawsuits; therefore, no litigation reserve has been recorded in our consolidated balance sheet. Although we plan to defend against the securities class actions, shareholder derivative actions and other lawsuits vigorously, we cannot assure that the results of these actions, either individually or in the aggregate, will not have a material adverse effect on our business, operating resultsresults, or financial condition.

Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist actsacts, and political events could disrupt our business and vehicle launch schedules.

The occurrence of one or more natural disasters such as fires, floods and earthquakes, unusual weather conditions, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events where our facilities or the launch facilities our transport partners use are located, or where our third-party suppliers’ facilities are located, could adversely affect our business. Natural disasters including tornados, hurricanes, floodsfloods, and earthquakes may damage our facilities, the launch facilities we use or those of our suppliers, which could have a material adverse effect on our business, financial condition and results of operations. Severe weather, such as rainfall, snowfall or extreme temperatures, may impact the ability for launches to occur as planned, resulting in additional expense to reschedule, thereby reducing our sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. These events also could cause or act to prolong an economic recession or depression in the United States or abroad. To the extent these events also impact one or more of our suppliers or result in the closure of any of their facilities or our facilities, we may be unable to maintain launch schedules or fulfill our other contracts.

We have recently experienced workforce attrition in various functions across our business. Our efforts to adjustoperate our operations with thea reducedlimited workforce may not be successful in preventing disruption to our business. TheA reductionslimited in workforce to date,workforce, and any further reductions, as well as the perceptions of our vendors, customers, potential customerscustomers, and investors regarding these actions, could adversely affect our ability to operate the business and achieve business objectives, which could consequently materially adversely affect our business, financial condition, results of operationsoperations, and share price. Further loss of one or more of our key employees, additional loss of multiple employees in particular functions, and/or our inability to attract replacement or additional qualified personnel could substantially impair our ability to operate our business and implement our business plan.

We are not able to predict with certainty the amount of time and resources necessary to successfully identify, pursue and execute any strategic alternative or to obtain additional financing. The diversion of management’s attention may materially adversely affect the conduct of our business, and, as a result, our financial condition and results of operations. The additional expense we accrue in connection with our review of strategic alternatives and pursuit of additional capital may materially adversely impact our financial condition and partially offset the value of any strategic plan we may pursue or additional financing we may be able to obtain. In addition, doubts about our ability to continue as a going concern could impact our relationships with customers, vendors and other third parties and our ability to obtain, maintain or renew contracts with them, or negatively impact our negotiating leverage with such parties, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, any loss of key personnel, employee attrition or material erosion of employee morale arising out of doubts about our ability to operate as a going concern could have a material adverse effect on our ability to effectively conduct our business and could impair our ability to execute our strategy and implement our business objectives, thereby having a material adverse effect on our business, financial conditioncondition, and results of operations.

Momentus offers or plans to offer satellites, satellite buses, satellite technologies and components, including solar arrays, and transportationtransportation, communications and infrastructure services to help enable the commercialization of space for commercial companies and to support the missions of U.S. and friendly governmentsgovernments. missions.Government Satelliteand commercial satellite operators and space technology companies and organizations are our target commercial customers. Momentus is also seeking business in support of U.S. Governmentgovernment missions for Departmentsdepartments and Agenciesagencies like NASA and the U.S Department of Defense.

ProductsWe andprovide services that weor plan to provide include provision of satellites, satellite buses, satellite technologies and components, including solar arrays, 3D printed propulsion tanks, integration of payload instruments, communication, tracking, and other satellite services, “last mile” satellite transportation, payload-hosting, on‑orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings.

Our transportation service offering focuses on delivering our customers’ satellites to precision orbits of their choosing.orbits. To accomplish this, we partner with leading launch service providers, such as SpaceXSpaceX, to “ride share” our customers'customers’ satellites from Earth to space on a midsized or large rocket. Customer satellites can also be carried aboard small launch vehicles for dedicated missions. Our OSVs would then provide “last mile” transportation services from the rocket’s drop-off orbit to a custom orbit of the satellite operator’s choosing. We believe this “hub-and-spoke” model has the potential to expand our customers’ deployment options relative to what they would be able to achieve with ride share launch alone, while reducing their costs relative to what they could achieve with a dedicated small launch vehicle. Over time, we plan to begin introducing additional services beyond transportation and hosted payloads.

Our services are made possible by the space industry’s rapid technological developments over the past two decades, driven predominantly by significant decreases in launch costs, as well as the advent of smaller, lower-cost satellites. The convergence of these trends has resulted in substantial growth in the commercial space market, rooted in higher accessibility for companies entering the new space economy that aim to offer communication, sensing, data processing and storage, Earth observation and data collection services, and other satellite services.

Beyond transportation, we anticipate that growth of the satellite constellations market may drive demand for our satellites, satellites buses, and technologies like solar arrays, 3D printed propulsion tanks, hosted payload, communication, tracking, and other satellite services, on-orbit satellite refueling, on-orbit inspection, on-orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings, if we are successful in executing on our business plan, including fully developing and validating our technology in space. Satellite constellations have relatively low lifespans and, in our view, will require maintenance, de-orbiting, and other general servicing with higher frequency.

Momentus has developedoffers the M-1000 satellite bus that the Company is offering to both commercial and U.S. government customers. The market for satellite buses in this class is substantial and growing. The M-1000 satellite bus is based on the Vigoride OSV and has substantial commonality.

During the year ended December 31, 2024,2025, the Company recognized $2.1$1.1 million of revenue,revenue primarily from the completion of performance obligations on engineering services performed for U.S. government and engineering project services.

As of December 31, 20242025, wethe haveCompany had signed contracts with customers and havehad collected approximately $2.2$4.2 million in customer deposits, $1.9$0.1 million of which are recorded as non-current contract liabilities in our consolidated balance sheets.

Cost of revenue consists primarily of expenses associated with third-party launch costs and direct headcount cost related to the related engineering project.work. The costs associated with orbital service vehiclesOSVs are deferred to prepaid cost of revenues and amortized to cost of revenues upon release of payload. The current design and technology allow for a single use of the orbital service vehicle.OSV.

Research and development expenditures consist primarily of the cost of the following activities for developing existing and future technologies for our satellites, satellite technologies, and our Orbital Service Vehicles.OSV. Research and development activities include basic research, applied research, design, development, and related test program activities. Costs incurred for developing our technologies primarily include equipment and labor hours (both internal and subcontractors). The Company also records launch costs related to the testing of its Vigoride vehicles as research and development costs.

Gain (Loss) on Debt Extinguishment

LossesGains or losses on extinguishment of debt isare recognized for unamortized debt premiums, discounts and issuance costs as well as any fees paid to the lender in relation to the extinguishment.

Other income (expense) primarily relates to non-recurring fees incurred in conjunction with impairment or write-off charges, the Term Loan financing, SEC settlement cost, and other immaterial items.

Comparison of Financial Results for the YearsYear Ended December 31, 20242025 and 20232024

Research and development expenses decreased from $34.4 million in the year ended December 31, 2023, to $9.8 million in the year ended December 31, 2024.2024, to $9.2 million in the year ended December 31, 2025. The decrease was primarily due to (i) a $9.4$1.1 million reduction in payroll costs due to decreased headcountheadcount, partially offset by a $0.4 million increase in subcontractor costs and relateda decreases$0.1 million increase in signingother bonuses,miscellaneous (ii)fees, asuch $5.6 million reduction on subcontractor cost, (iii) decreases in launch costs of $5.9 million associated with impairment of our Space X and ABL deposits, and amortization of the Vigoride 5 and Vigoride 6 missions, (iv) a $0.6 million reduction in allocatedas information technology and facilities expenses, (v) a $0.7 million decrease in other overhead costs, and $2.3 million in other reductions in research and development expenses.allocation.

The losschange onin extinguishmentfair value of debtwarrant recognizedliability for the year ended December 31, 2024,2025, was due to the earlychange payoffin fair value of the DecemberAIR LoanWarrants and amendmentthe ofELOC Pre-funded Warrants. See the convertibleFair promissoryValue notesMeasurement betweendiscussion the Company and Space Infrastructure Ventures. Seein Note 82 for additional information.

Other income (expense)

While the Company believes these actions provide sufficient liquidity for its current operating plans, additional capital will be required in the future to support operations and growth initiatives and achieve profitability, and there can be no assurance that such capital will be available on acceptable terms or at all. The Company’s ability to continue as a going concern is dependent on the Company’s ability to successfully raise capital to fund its business operations and execute on its business plan. To date, the Company has not generated sufficient revenues to provide cash flows that enable the Company to finance its operations internally and the Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern.internally. This is reflected by the Company’s incurred net losses of $34.9$30.5 million for the year ended December 31, 20242025, and an accumulated deficit of $408.0$438.6 million as of December 31, 2024.2025. Additionally, the Company used net cash of $16.6$23.3 million to fund its operating activities for the year ended December 31, 2024,2025, and had cash and cash equivalents of $1.6$12.8 million as of December 31, 2024.2025.

Net cash used in operating activities for the year ended December 31, 20242025, was $16.6$23.3 million, drivenconsisting primarily byof headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities.

Headcount related payroll costs, excluding stock-based compensation of $6.5$3.3 million, were $9.0$7.1 million. Professional fees of $6.7$7.0 million included $3.1$2.3 million in legal fees discussed in Note 12.fees. Office overheads and other general corporate expenses were $5.8$5.5 million, which includes insurance costs of $1.5$1.0 million. Research and Development activity expenses, including materials, components, and subcontractor costs were $1.7$2.1 million. These cash outflows were partially offset by gross profit of $2.0$1.1 million primarily related to the fulfillment of performance obligations for Vigoride 5 and Vigoride 6 customers during the year ended December 31, 2024.2025. Additionally, the Company had a change in operating assets and liabilities of $5.2$2.7 million during the year ended December 31, 2024.2025.

Net cash used in operating activities for the year ended December 31, 2023 was $61.8 million, driven primarily by headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities. Headcount related payroll costs, excluding stock-based compensation of $8.5$6.5 million, were $19.6$9.0 million. Professional fees of $6.7 million included $3.1 million in legal fees. Office overheads and other general corporate expenses were $5.8 million, which includes insurance costs of $1.5 million. Research and developmentDevelopment activity expenses, including materials, components, and subcontractor costs were $9.6$1.7 million. Professional fees of $16.1 million included $2.4 million of costs related to the SEC and NSA topics discussed in Note 12 and legal fees of $7.9 million. Office overheads, other general corporate expenses, and cash interest were $8.4 million, which includes insurance costs of $2.7 million. The Company incurred launch costs of $5.9 million net of prepaid deposit impairment of $3.7 million during the year ended December 31, 2023. These cash outflows were partially offset by gross profit of $2.2$2.0 million primarily related to the fulfillment of performance obligations for Vigoride 5 and Vigoride 6 customers during the year ended December 31, 2023 .2024. Additionally, the Company had a change in operating assets and liabilities of $8.4$5.2 million during the year ended December 31, 2023.2024.

Net cash used in investing activities was $0.01 million for year ended December 31, 2025, which consisted of purchases of machinery and equipment. Net cash provided by (used in) investing activities was $0.1 million and $(0.02) million for the year ended December 31, 2024 and 2023, respectively,2024, which consisted of purchases of machinery and equipment and intangible assets and proceeds received on the sale of machinery and equipment.

Net cash provided by financing activities was $15.6$34.6 million for the year ended December 31, 2024,2025, primarily due to gross proceeds of approximately $15.7(i) $22.6 million received from the JanuaryJuly 2025 Offering and February 2025 Offering, March(ii) Offering, September 2024 Offering, and December Offering, and $5.3$15.6 million received from SIVthe December 2025 Warrant Inducement, October 2025 Warrant Inducement, August 2025 Warrant Inducement, and March 2025 Warrant Inducement, and (iii) $2.3 million received from the September 2025 Private Placement, the May 2025 Loan, and related issuances of warrants. These gross proceeds were partially offset by principal repayments of $4.7$2.2 million underon the TermMay 2025 Loan and $1.7SIV Convertible Notes and $3.7 million in issuance costs related to convertible notes, common stock, related warrants, the warrant inducements, and other common and preferred stock and related warrants.issuances.

Net cash provided by financing activities was $1.9$15.6 million for the year ended December 31, 2023,2024, primarily due to gross proceeds of approximately (i) $15.7 million received from the FebruaryDecember 2024 Offering, September 20232024 Offering, March 2024 Offering, and OctoberJanuary Offering2024 asOffering, well(ii) as$5.3 million received from the exerciseSIV ofConvertible warrants,Notes, and (iii) $2.0 million from the December 2024 Loan. These gross proceeds were partially offset by (i) principal repayments of $4.7 million under the Term Loan.Loan, (ii) $2.1 million in issuance costs related to convertible notes, common stock and related warrants, and (iii) principal repayments of $0.6 million under the SIV Convertible Notes.

•pursue further research and development related to developing our satellites and satellite technology;

We are a party to operating leases primarily for facilities (e.g., office buildings, warehouseswarehouses, and spaceport) under non-cancellablenon‑cancellable operating leases. We lease office space under a non-cancellable operating lease which expires March 2026. Refer to Note 6.

The Company enters into short-term contracts for ‘last-mile’ satellite and cargo delivery (transportation services), payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry. For its transportation service arrangements, the Company has a single performance obligation of delivering the customers’ payload to its designated orbit and recognizes revenue (along with any other fees that have been paid) at a point in time, upon satisfaction of this performance obligation. Additionally, for its in-orbit service arrangements, the Company provides a multitude of services consistently throughoutduring the mission to its customers and has services available on a ‘stand ready’ basis until the mission reaches its conclusion.customers. The Company recognizes revenue for these in-orbit services ratably over time on a straight-line basis. The Company enters into contracts to perform services for U.S. Governmentgovernment customers. The Company recognizes revenue for these services in accordance with the terms of these contracts.

We account for customer contracts in accordance with ASC Topic 606, Revenue from Contracts with Customers, which includes the following five-stepfive‑step model:

The Company’s satellite and cargo delivery services (transportation services) are considered a single performance obligation, to transport the customers’ payload to a specified orbit in space. We recognize revenue for these services at a point in time, when control is transferred, which is considered to be upon the release of the customers’ payload into its specified orbit. We will calculate the weight distribution of each transfer vehicle at the customer level, and we will estimate the delivery date for each customer’s payload based on the relative weight of payloads released to determine the point in time to recognize revenue for each payload release.

In periods in which we recognize revenue, we will disclose the amounts of revenue recognized that was included as a contract liability balance at the beginning of the reporting period in accordance with ASC Sub‑Topic 606-10-50-8(b).

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read together with our audited and unaudited financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”) and our Annual Report on Form 10-K filed with the SEC on March 31, 2026. This discussion and analysis should also be read together with our financial information for the period ended as of MarchJune 31,30, 2026. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks, uncertainties and assumptions. As a result of many factors, such as those set forth under the “Risk Factors” under Part II, Item 1A: “Risk Factors,” in this Form 10-Q and under Part I, Item 1A in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, and “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this Form 10-Q, our actual results may differ materially from those anticipated in these forward-lookingforward‑looking statements.

Momentus offers or plans to offer satellites, satellite buses, satellite technologies and components, including solar arrays, and transportation, communications and infrastructure services for commercial companies and to support the missions of U.S. and friendly governments. Government and commercial satellite operators and space technology companies and organizations are our target commercial customers. Momentus is also seeking business in support of U.S. government missions for departments and agencies like NASA and the U.S. Department of War/ Department of Defense.

We provide or plan to provide satellites, satellite buses, satellite technologies and components, including solar arrays, 3D printed propulsion tanks, integration of payload instruments, communication, tracking, and other satellite services, “last mile” satellite transportation, payload-hosting, on‑orbit satellite refueling, on-orbit inspection, on-orbiton‑orbit satellite maintenance, de-orbiting, debris removal, and other satellite-to-satellite service offerings.

Momentus offers the M-1000Vigoride satellite bus to both commercial and U.S. government customers. The market for satellite buses in this class is substantial and growing. TheMomentus M-1000also offers a smaller satellite bus is based on a smaller scale version of the Vigoride OSVbus andcalled hasVigoride substantial commonality.Lite.

Momentus  has launched five missions to date, deployed 17 customer satellites, and provided hosted payload services. Four of these missions involved operation of the Vigoride OSV in orbit. During these four Vigoride missions, the system and technology were tested repeatedly. Improvements based on lessons learned during these missions were rapidly incorporated. As a result of these four missions, the Vigoride OSV has been successfully demonstrated in space and accumulated significant flight heritage. The fifth mission involved use of a deployer system to carry and orbit customer satellites.

On March 30, 2026, the Vigoride 7 OSV produced by Momentus was launched to low Earth orbit with 10 payloads. This mission is scheduled to last several months and includes payloads from government and commercial customers, including DARPA, SpaceWERX which is the innovation organization of the U.S. Space Force, the U.S. Air Force Research Laboratory, NASA, and commercial customers.

During the three and six months ended MarchJune 31,30, 2026, the Company recognized $0.03 million and $3.2 million and of revenuerevenue, respectively, primarily from the completion of performance obligations on hosted payload services and engineering services performed for U.S. government and engineering project services.

As of MarchJune 31,30, 2026, the Company had signed contracts with customers and had collected approximately $0.5$0.3 million in customer deposits, $0.1 million of which are recorded as non-current contract liabilities in our condensed consolidated balance sheets.

As of MarchJune 31,30, 2026, we have expensed all research and development costs associated with developing and building our vehicles.

Comparison of Financial Results for the Three Months Ended MarchJune 31,30, 2026 and 2025

Research and development expenses increased from $1.9$2.2 million in the three months ended MarchJune 31,30, 2025, to $4.2 million in the three months ended MarchJune 31,30, 2026. TheSubcontractor costs increased by $0.6 million. Payroll costs increased by $0.9 million, this increase was primarilynet due toof a $0.9decrease of $0.1 million increase in payrollnon-cash costs,stock abased $0.6compensation. million increase in subcontractor costs, and a $0.9 million increase in otherOther miscellaneous fees, such as information technologymaterials and facilitiesoverhead, overheadincreased allocation.by $0.5 million.

Selling, general and administrative expenses increasedwere fromconsistent $4.6at $3.9 million in the three months ended MarchJune 31,30, 2025, toand $6.3$3.9 million in the three months ended MarchJune 31,30, 2026. ThePayroll costs increased by $0.2 million, this increase iswas primarilynet dueof toa (i)decrease anof increase$0.7 million in legalnon-cash expensesstock ofbased $1.5compensation. million, and (ii) a $0.6 million increase in otherOther miscellaneous fees, such as insurance and subscriptions.overhead, These increases were partially offsetincreased by (i)$0.6 amillion. $0.2SEC millionand decreaselegal in payroll relatedservices expenses anddecreased (ii)by a decrease in consulting and professional services of $0.2$0.8 million.

The increase in realized loss on disposal of assets for the three months ended MarchJune 31,30, 2026, was due to losses from the write-off of machinery and equipment. There was no loss on disposal recognized during the three months ended MarchJune 31,30, 2025.

Interest expense increasedwas fromconsistent $(0.2)at $0.1 million for the three months ended MarchJune 31,30, 2025, toand $0.6$0.1 million for the three months ended MarchJune 31,30, 2026. The interest increaseexpense isrecognized was primarily due to increase in cash interest accrualaccruals and amortization of the debt discount on the SIV Convertible Notes and the September 2025 Convertible Note, partially offset by amortization of the debt premium on the SIV Convertible Notes.Note. See Note 8 for additional information.

The gain on extinguishment of debt recognized for the three months ended MarchJune 31,30, 2025, was due to the amendment of the SIV Convertible Notes. See Note 8 for additional information. There was no gain or loss on extinguishment recognized during the three months ended MarchJune 31,30, 2026.

In prior periods, the Company disclosed that conditions and events raised substantial doubt regarding its ability to continue as a going concern. As described in Note 1 in the notes to our condensed consolidated interim financial statements included elsewhere in this Form 10-Q, management has concluded that the financings completed since December 31, 2025, including approximately $16.7$109.9 million of net cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026, and the $5.0 million private placement completed subsequent to quarter-end, together with the Company's current cash position, expected operating plan, and forecasted liquidity needs, are sufficient to fund operations and meet obligations for at least the twelve-month period following the issuance date of these condensed consolidated interim financial statements. Accordingly, substantial doubt no longer exists.needs.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026, was $5.8$14.9 million, consisting primarily of headcount costs, research and development activities, legal expenses, and professional fees, as well as net cash changes in operating assets and liabilities.

Headcount related payroll costs, excluding stock-based compensation of $0.3$0.5 million, were $3.0$6.6 million. Professional fees ofwere $3.1$3.9 millionmillion, includedwhich $1.9includes $1.5 million in legal fees. Office overheadsoverhead and other general corporate expenses were $2.2$3.8 million, which includes insurance costs of $0.3$0.5 million. Research and Development activity expenses, including materials, components, and subcontractor costs were $0.9$2.2 million. These cash outflows were partially offset by gross profit of $1.8 million primarily related to the fulfillment of performance obligations for Vigoride 7 customers during the threesix months ended MarchJune 31,30, 2026. Additionally, the Company had a change in operating assets and liabilities of $1.5$0.2 million during the threesix months ended MarchJune 31,30, 2026.