3 unchanged sentences
As of March 11, 2026, there were 110 holders of record of our Class A Common Stock, 0 holders of record of our Class B Common Stock, 5 holders of record of our Class C Common Stock and 1 holder of record of our Series A Preferred Stock.
−Removed: In calculating the number of shareholders, we consider clearing agencies and security position listings as one shareholder for each agency or listing.
+Added: The number of Class A common stockholders does not include the stockholders whose shares are held in “street name” by brokers, financial institutions, and other nominees.
+Added: The actual number of stockholders is greater than the number of holders of record.
Dividend Policy
4 unchanged sentences
Sale of Unregistered Securities and Use of Proceeds
−Removed: Sales of unregistered equity securities were previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
−Removed: Additionally, you may refer to the following footnote disclosures in this Annual Report on Form 10-K for information on these transactions related to unregistered equity securities:
−Removed: Note 2 for information on the Series A Investment related to the Business Combination, and Note 8 for information on the sell of securities in a private placement with Armistice Capital Master Fund Ltd, and the sell of securities in a private offering with an accredited investor.
+Added: On October 1, 2025, the Company issued an aggregate of 1,104,178 shares of Class A Common Stock, valued at $11.7 million, to the seller as partial consideration in connection with the Company’s acquisition of KinetX.
+Added: The shares of Class A Common Stock were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
+Added: There were no other unregistered sales of our equity securities during the fiscal year ended December 31, 2025 , that were not otherwise disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Issuer Purchases of Equity of Securities
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: The following table summarizes our equity compensation plans information as of December 31, 2024.
−Removed: See Note 10 - Share-Based Compensation and Retirement Benefits of the consolidated financial statements included in this Annual Report on Form-10K for a description of each plan.
−Removed: Plan Category Number of securities to be issued upon exercise of outstanding restricted stock units and options
−Removed: (a) Weighted-average exercise price of outstanding restricted stock options and options
−Removed: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
−Removed: Equity compensation plans approved by shareholders:
−Removed: 2021 Plan 989,423 $ 3.54 —
−Removed: 2023 Plan (2)
−Removed: 3,307,039 $ — 8,060,355
−Removed: Equity compensation plans not approved by shareholders — —
−Removed: Total 4,296,462 8,060,355
−Removed: (1) Reflects the effects of the Business Combination (as discussed in Note 1 ) in which share-based compensation awards of legacy Intuitive Machines, LLC were converted into share-based compensation awards of Intuitive Machines using an exchange ratio of 0.5562 .
−Removed: (2) Column (a) represents shares of common stock that may be issued upon the vesting and settlement of service-based RSUs with no consideration of an exercise price.
+Added: The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Shareholders Meeting.
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