Exhibit 99.5
FOURTH AMENDMENT
TO THE
MOMENTUS INC.
2022 INDUCEMENT EQUITY PLAN
THIS FOURTH AMENDMENT TO THE MOMENTUS INC. 2022 INDUCEMENT EQUITY PLAN (this “Fourth Amendment”) is effective as of March 31, 2026. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section
references shall refer to the Plan.
WHEREAS, Momentus Inc., a Delaware corporation (the “Company”), currently provides equity-based awards to individuals not previously Employees or Non-Employee Directors as an inducement material to such individual’s entry into employment with the Company in accordance
with Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1 under its 2022 Inducement Equity Plan, as amended by that certain First Amendment, effective as of March 22, 2023, as further amended by that certain Second
Amendment, effective as of May 8, 2023, and as further amended by that certain Third Amendment, effective as of April 22, 2025 (as amended, the “Plan”);
WHEREAS, the Plan to date reserves an aggregate of 14,646 shares of Common Stock for
issuance in connection with awards granted thereunder;
WHEREAS, the Company desires to amend the Plan as set forth in this Fourth Amendment to
increase the number of shares of Common Stock reserved for issuance under the Plan by 50,000 shares; and
WHEREAS, the Board has determined that it is in the best interests of the Company to amend
the Plan as set forth in this Fourth Amendment.
NOW, THEREFORE, the Plan shall be amended effective as of the date hereof as follows:
1. Section 3(a) of the Plan is deleted in its entirety and replaced with the following:
“(a) Stock Subject to the Plan. Subject to the provisions of Sections 3(b) and 15 of the Plan, the maximum aggregate number of Shares that may be
issued under the Plan is fifty thousand six hundred and forty (64,646) Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.”
2. Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect. In the event of a conflict between this Fourth
Amendment and the Plan, this Fourth Amendment shall control.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment to the Plan, to be
effective as of the date first written above.
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MOMENTUS INC.
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By:
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/s/ Lon Ensler
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Name: Lon Ensler
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Title: Chief Financial Officer
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[Signature Page to Fourth Amendment to 2022 Inducement Equity Plan]