What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-19 compared with 2025-03-25 · 576 added, 550 removed, 996 unchanged (53% of the section changed)

41 unchanged sentences

Restricted cash 2,733 2,042

Trade accounts receivable 44,759 16,881

Trade accounts receivable, net of allowance for credit losses of $ 3,295 and $ 0 , respectively

12,193 44,759

Contract assets 12,236 34,592

2 unchanged sentences

Property and equipment, net 68,550 23,364

Intangible assets, net 12,968 —

Goodwill 18,697 —

Operating lease right-of-use assets 36,755 38,765

Finance lease right-of-use assets 94 114

Other assets 1,276 —

Total assets $ 757,154 $ 355,404

3 unchanged sentences

Accounts payable - affiliated companies 1,723 2,750

Current maturities of long-term debt — 8,000

Contract liabilities, current 57,368 65,184

3 unchanged sentences

Total current liabilities 124,832 98,831

Long-term debt 335,335 —

Contract liabilities, non-current 6,341 14,334

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Year Ended December 31,

Revenue $ 228,000 $ 79,551

Service revenue

$ 207,132 $ 228,000

Grant revenue

Total revenues

210,059 228,000

Operating expenses:

Cost of revenue (excluding depreciation) 190,369 101,044

Cost of revenue (excluding depreciation) - affiliated companies 34,862 2,949

Depreciation 1,859 1,376

Cost of revenue (excluding depreciation and amortization) 177,247 190,369

Cost of revenue (excluding depreciation and amortization) - affiliated companies 23,822 34,862

Depreciation and amortization 3,597 1,859

Impairment of property and equipment — 5,044

General and administrative expense (excluding depreciation) 53,262 34,337

General and administrative expense (excluding depreciation and amortization) 92,624 53,262

Total operating expenses 297,290 285,396

Operating loss ( 87,231 ) ( 57,396 )

Other income (expense), net:

Interest income (expense), net 180 ( 823 )

Other income (expense):

Interest income 15,272 272

Interest expense ( 4,177 ) ( 92 )

Change in fair value of earn-out liabilities ( 33,369 ) ( 120,124 )

Change in fair value of warrant liabilities 8,384 ( 77,651 )

Change in fair value of SAFE Agreements — ( 2,353 )

Change in fair value of contingent consideration liabilities ( 1,854 ) —

Loss on issuance of securities — ( 93,136 )

Other income (expense), net 1,242 ( 483 )

Total other income (expense), net ( 289,489 ) 71,299

Income (loss) before income taxes ( 346,885 ) 10,180

Other income, net 91 1,242

Total other expense, net ( 15,653 ) ( 289,489 )

Loss before income taxes ( 102,884 ) ( 346,885 )

Income tax expense ( 3,962 ) ( 37 )

Net income (loss) ( 346,922 ) 10,140

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination — ( 6,481 )

Net income (loss) (post Business Combination) ( 346,922 ) 16,621

Net loss ( 106,846 ) ( 346,922 )

Net loss attributable to redeemable noncontrolling interest ( 25,059 ) ( 67,004 )

Net income attributable to noncontrolling interest 1,507 3,495

Net income (loss) attributable to the Company ( 283,413 ) 61,762

Net loss attributable to the Company ( 83,294 ) ( 283,413 )

Preferred dividends ( 616 ) ( 896 )

Net income (loss) attributable to Class A common shareholders $ ( 284,309 ) $ 59,419

Net income (loss) per share (1)

Net income (loss) per share of Class A common stock - basic $ ( 4.63 ) $ 3.37

Net income (loss) per share of Class A common stock - diluted ( 4.63 ) 2.42

Net loss attributable to Class A common shareholders $ ( 83,910 ) $ ( 284,309 )

Net loss per share

Net loss per share of Class A common stock - basic and diluted $ ( 0.73 ) $ ( 4.63 )

Weighted-average common shares outstanding

Weighted average shares outstanding - basic 61,410,250 17,648,050

Weighted average shares outstanding - diluted 61,410,250 25,564,313

(1) As a result of the Business Combination, the capital structure changed and net income per share information for 2023 represents results after the Closing Date of the Business Combination, for the period from February 13, 2023 through December 31, 2023.

See Note 1 - Business Description and Note 12 - Net Income (Loss) per Share for additional information.

Weighted average shares outstanding - basic and diluted 115,426,620 61,410,250

The accompanying notes are an integral part of these consolidated financial statements

5 unchanged sentences

Balance, December 31, 2023 26,000 $ 28,201 $ 181,662

Issuance of series A preferred stock 26,000 25,827 —

Conversion of Series A preferred stock (Note 10) ( 21,000 ) ( 23,120 ) —

Cumulative preferred dividends — 896 —

Accretion of preferred stock discount — 13 —

Establishment of redeemable noncontrolling interests — — ( 85,865 )

Subsequent remeasurement of redeemable noncontrolling interests — — 891,307

1 unchanged sentence

Balance, December 31, 2024 5,000 $ 5,990 $ 1,005,965

Conversion of Series A preferred stock (Note 7) ( 21,000 ) ( 23,120 ) —

Cumulative preferred dividends — 616 —

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(In thousands except per share data)

Members Units Common Stock

Class A Common Stock

Class B Common Stock

Class C Treasury Stock Paid-in

Capital Accumulated

Deficit Total Shareholders’ Deficit

Units Shares Amount Shares Amount Shares Amount

Deficit Total Shareholders’ Deficit attributable to the Company NCI Total Shareholders’ Deficit

Shares Amount Shares Amount

Balance, December 31, 2023 22,279,876 $ 2 70,909,012 $ 7 $ ( 12,825 ) $ — $ ( 248,619 ) $ ( 261,435 ) $ — $ ( 261,435 )

Issuance of units 21,500 — — — — — — — — 22 — 22

Share-based compensation expense — — — — — 8,798 — 8,798 — 8,798

Net loss — — — — — — — — — — ( 6,481 ) ( 6,481 )

Effects of Business Combination

Recapitalization ( 122,527,000 ) ( 1 ) 13,736,932 2 10,566 — 68,140,188 6 — 47,438 — 47,445

Conversion of SAFE Agreements — — 2,066,666 — — — — — — 20,667 — 20,667

Issuance of warrants to preferred shareholders — — — — — — — — — 173 — 173

Transaction costs — — — — — — — — — ( 24,445 ) — ( 24,445 )

Establishment of the earn-out liabilities — — — — — — — — — ( 99,659 ) — ( 99,659 )

Establishment of redeemable noncontrolling interest — — — — — — — — — 85,865 — 85,865

Activities subsequent to the Business Combination

Share-based compensation expense — — — — — — — — — 4,172 — 4,172

Member distributions — — 64,328 — — — 268,824 — — 3,168 ( 11,120 ) ( 7,952 )

Cumulative preferred dividends — — — — — ( 896 ) — ( 896 ) — ( 896 )

Accretion of preferred stock discount — — — — — ( 13 ) — ( 13 ) — ( 13 )

Repurchase of common stock — — — — — — — — ( 12,825 ) — — ( 12,825 )

Class A common stock issued for warrants exercised — — 1,402,106 — — — — — — 16,124 — 16,124

Class A common stock issued related to Private Placement (Note 9) — — 4,705,883 — — — — — — — — —

Conversion of Series A preferred stock (Note 10) 7,738,743 1 — — — 23,119 — 23,120 — 23,120

Class A common stock issued for warrants exercised (Note 10) 22,974,743 3 — — — 184,561 — 184,564 — 184,564

Class A common stock issued related to loan conversion (Notes 8 and 10) 3,487,278 — — — — — — — — —

Class A common stock issued for stock options exercised 250,947 — — — — 52 — 52 — 52

Class A common stock issued for Class B canceled — — 10,566 — ( 10,566 ) — — — — — — —

Partner capital — — — — — — — — — 686 — 686

Recapitalization adjustment (Note 3) — — — — — — — — — ( 1,000 ) — ( 1,000 )

Issuance of Class A Common Stock related to CEF (Notes 3) — — 95,785 — — — — — — 834 — 834

Issuance of Class C common stock related to earn-out awards (Note 3) — 0 — — — — — 2,500,000 1 — 19,375 — 19,376

Other — — — — — — — — — — 2 2

Class A common stock issued for vested RSUs and PSUs 1,339,417 — — — — ( 2,281 ) — ( 2,281 ) — ( 2,281 )

Class A common stock issued for Class C canceled 15,361,622 1 ( 15,361,622 ) ( 1 ) — — — — — —

Distribution to noncontrolling interests — — — — — — — — ( 2,267 ) ( 2,267 )

Issuance of Class A common stock related to ATM Program (Note 10) 16,521,612 2 — — — 97,495 — 97,497 — 97,497

Issuance of Class A common stock related to the 2024 Offering and Concurrent Private Placement (Note 10) 11,904,762 1 ( 152,857 ) — — 116,874 — 116,875 — 116,875

Transaction costs (Note 10) — — — — — ( 350 ) — ( 350 ) — ( 350 )

Tax receivable agreement - obligation to partners — — — — — ( 473 ) — ( 473 ) — ( 473 )

Subsequent remeasurement of redeemable noncontrolling interests — — — — — ( 426,886 ) ( 464,421 ) ( 891,307 ) — ( 891,307 )

Net income attributable to the Company — — — — — — — — — — 61,762 61,762

Net income attributable to noncontrolling interest — — — — — — — — 3,495 3,495

Net loss attributable to the Company — — — — — — ( 283,413 ) ( 283,413 ) — ( 283,413 )

Balance, December 31, 2024 101,859,000 $ 10 55,394,533 $ 6 $ ( 12,825 ) $ — $ ( 996,453 ) $ ( 1,009,262 ) $ 1,228 $ ( 1,008,034 )

11 unchanged sentences

Accretion of preferred stock discount — — — — — ( 7 ) — ( 7 ) — ( 7 )

Conversion of Series A preferred stock (Note 8) 7,738,743 1 — — — 23,119 — 23,120 — 23,120

Capped call transactions (Note 8) — — — — — ( 36,777 ) — ( 36,777 ) — ( 36,777 )

Acquisition of KinetX and related adjustments (Notes 3 and 9) 1,104,178 — — — — 18,489 — 18,489 — 18,489

Class A common stock issued for warrants exercised (Note 10) 15,358,229 2 — — — 176,552 — 176,554 — 176,554

Class A common stock issued related to loan conversion (Notes 6 and 8) 3,487,278 — — — — — — — — —

Repurchase of Class A common stock (Note 10) — — — — ( 20,700 ) — — ( 20,700 ) — ( 20,700 )

Class A common stock issued for stock options exercised 113,714 — — — — ( 558 ) — ( 558 ) — ( 558 )

2 unchanged sentences

Distribution to noncontrolling interests — — — — — ( 18 ) — ( 18 ) ( 2,218 ) ( 2,236 )

Issuance of Class A common stock related to ATM Program (Note 8) 16,521,612 2 — — — 97,495 — 97,497 — 97,497

Issuance of Class A common stock related to the 2024 Offering and Concurrent Private Placement (Note 8) 11,904,762 1 ( 152,857 ) — — 116,874 — 116,875 — 116,875

Transaction costs (Note 8) — — — — — ( 350 ) — ( 350 ) — ( 350 )

Tax receivable agreement - obligation to partners — — — — — ( 473 ) — ( 473 ) — ( 473 )

Issuance of Class C common stock related to earn-out awards (Note 10) — — 7,500,000 — — 167,525 — 167,525 — 167,525

4 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements

INTUITIVE MACHINES, INC.

Table of Contents INTUITIVE MACHINES, INC.

Consolidated Statements of Cash Flows

2 unchanged sentences

Cash flows from operating activities:

Net income (loss) $ ( 346,922 ) $ 10,140

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation 1,859 1,376

Bad debt expense (recovery) 440 ( 836 )

Impairment of property and equipment 5,044 964

Net loss $ ( 106,846 ) $ ( 346,922 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 3,597 1,859

Bad debt expense 3,431 440

Impairment of property and equipment (Note 5) — 5,044

Amortization of debt discount and issuance costs

Share-based compensation expense 8,609 8,798

Change in fair value of SAFE Agreements — 2,353

Change in fair value of earn-out liabilities 33,369 120,124

Change in fair value of warrant liabilities ( 8,384 ) 77,651

Change in fair value of contingent consideration liabilities 1,854 —

Loss on issuance of securities — 93,136

12 unchanged sentences

Purchase of property and equipment ( 41,634 ) ( 10,111 )

Purchase of intangible assets ( 63 ) —

Acquisition of businesses, net of cash acquired ( 14,883 ) —

Net cash used in investing activities ( 56,580 ) ( 10,111 )

Cash flows from financing activities:

Proceeds from Business Combination — 8,055

Proceeds from issuance of Series A Preferred Stock — 26,000

Proceeds from issuance of convertible notes, net of discount 335,513 —

Purchase of capped call transactions ( 36,777 ) —

Payment of debt issuance costs ( 929 ) —

Proceeds from issuance of securities — 233,392

Transaction costs — ( 9,370 )

Warrants exercised 176,620 61,261

Redemption of warrants ( 66 ) —

Repurchase of Class A Common Stock ( 20,700 ) —

Proceeds from borrowings

Repayment of loans

Proceeds from issuance of securities 233,392 20,000

Member distributions — ( 7,952 )

Stock option exercises — 300

Forward purchase agreement termination — 12,730

Warrants exercised 61,261 16,124

Contributions from (distributions to) noncontrolling interests ( 2,267 ) 686

Distributions to noncontrolling interests ( 2,236 ) ( 2,267 )

Payment of withholding taxes from share-based awards ( 4,837 ) ( 2,529 )

Net cash provided by financing activities 446,588 272,787

Net increase (decrease) in cash, cash equivalents and restricted cash 205,089 ( 21,266 )

Net increase in cash, cash equivalents and restricted cash 375,690 205,089

Cash, cash equivalents and restricted cash at beginning of the period 209,649 4,560

2 unchanged sentences

Cash and cash equivalents at end of the period $ 582,606 $ 207,607

Table of Contents INTUITIVE MACHINES, INC.

Consolidated Statements of Cash Flows (continued)

(In thousands)

Year Ended December 31,

Supplemental disclosure of cash flow information

Cash paid for interest $ — $ 408

Cash paid for taxes $ 613 $ 35

Cash paid for income taxes, net of income tax refunds $ 35 $ 613

Accrued capital expenditures $ 6,815 $ 1,807

Noncash investing activities:

Class A Common Stock issued in acquisition, at fair value $ 11,715 $ —

Contingent consideration assumed at acquisition, Class A Common Stock $ 3,499 $ —

Noncash financing activities:

Transaction costs $ — $ 15,074

SAFE Agreements $ — $ 20,667

Class A Common Stock related to CEF (Note 8) $ — $ 834

Issuance of Class C Common Stock related to earn-out awards (Note 10) $ 167,525 $ —

39 unchanged sentences

In connection with the redemption, the Warrants ceased trading on the Nasdaq and were delisted, with the suspension of trading effective before the market opened on March 6, 2025.

Refer to Note 17 - Subsequent Events for more information on the redemption.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

The Company’s consolidated financial statements and related notes as of and for the years ended December 31, 2025 and 2024 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC.

Our consolidated financial statements include the accounts of Intuitive Machines, the accounts of Space Network Solutions, LLC (“SNS” or “Space Network Solu tions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary.

Our consolidated financial statements include the accounts of Intuitive Machines, KinetX Inc.

(“KinetX”), Space Network Solutions, LLC (“SNS” or “Space Network Solu tions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary.

All intercompany balances and transactions have been eliminated in consolidation.

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These reclassifications did not result in any changes to previously reported net income.

The Company reclassed a certain line item in the consolidated balance sheet.

Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company did not opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

If the Company loses its EGC, it will qualify as a large accelerated filer based on its unaffiliated market capitalization, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

The Company reclassed a certain amount to separate line item in the consolidated statement of operations.

Use of Estimates

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See Note 18 - Segment Information for additional disclosures on segment reporting.

Business Combination

The Company accounts for business combinations using the acquisition method of accounting, in accordance with ASC 805, “Business Combinations”.

The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business.

The amount by which the fair value of consideration transferred exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill.

The determination of estimated fair value requires the Company to make significant estimates and assumptions, such as future cash inflows and outflows, discount rates, and asset lives, among other items.

During the measurement period, not to exceed one year from the acquisition date, the Company may record adjustments to the provisional amounts recognized for assets and liabilities assumed, with a corresponding adjustment to goodwill, to reflect new information about facts and circumstances that existed as of the acquisition date.

For changes in the valuation of intangible assets identified during the measurement period, the related amortization is adjusted to reflect the revised values as if they had been recognized as of the acquisition date.

Subsequent to the purchase price allocation period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined.

See Note 3 for disclosures related to our recent acquisition.

Contingent Consideration

Under the terms of business combinations or asset acquisitions, we may be required to pay additional contingent consideration if specified future events occur or if certain conditions are met.

In a business combination, in accordance with ASC 805, contingent consideration is recorded at fair value as of the acquisition date and classified as liabilities or equity.

For contingent consideration classified as liabilities, we remeasure the contingent consideration at fair value each period with changes in fair value recorded in the statements of operations.

With respect to contingent consideration that may be settled by issuance of shares of our Class A Common Stock, we account for the contingent consideration as a liability in

accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” and record the initial fair value of the contingent consideration based on our closing stock price on the acquisition date.

Subsequent changes in fair value, driven by our Class A Common Stock price, are recorded in the statements of operations at each reporting date.

Contingent consideration is classified as current or noncurrent in the consolidated balance sheets based on the contractual timing of future settlement.

For additional information on the contingent consideration liabilities, see Note 3 - Acquisitions and Note 13 - Fair Value Measurements.

Concentration of Credit Risks

3 unchanged sentences

Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $250,000 per account.

The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally

insured limits.

The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits.

The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions.

5 unchanged sentences

Major customers are defined as those individually comprising more than 10% of the Company’s total revenue.

There was one major customer that accounted for 90 % and 74 % of the Company’s total revenue for the years ended December 31, 2024 and 2023, respectively, and accounted for 90 % and 80 % of the accounts receivable balance as of December 31, 2024 and 2023, respectively.

There was one major customer that accounted for 78 % and 90 % of the Company’s total revenue for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, there were three major customers that accounted for 49 %, 23 %, and 11 % of the accounts receivable balance, and one major customer that accounted for 90 % of the accounts receivable balance as of December 2024.

Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased.

For the years ended December 31, 2024 and 2023, the Company had one major supplier representing 17 % of goods and services purchased for both periods.

As of December 31, 2024, there were two major suppliers representing 14 % and 8 % of the accounts payable balance.

There were no accounts payable balances associated with a major supplier as of December 31, 2023.

For the year ended December 31, 2025, the Company had no major suppliers, and for the year ended December 31, 2024, the Company had one major supplier representing 17 % of goods and services purchased.

As of December 31, 2025 and 2024, there was one major supplier representing 11 % and one other major supplier representing 14 %, respectively, of the accounts payable balance.

Liquidity and Capital Resources

The consolidated financial statements as of December 31, 2024 and for the years ended December 31, 2024 and 2023, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

The consolidated financial statements as of and for the year ended December 31, 2025, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

As of December 31, 2025, the Company had cash and cash equivalents of $ 582.6 million and working capital of $ 494.0 million.

The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of its capital stock including the execution of SAFE Agreements, our At The Market Offering Program (the “ATM Program”) with Cantor (as described below), our 2024 Offering (as described below), proceeds from warrant exercises, and proceeds from the issuance of bank debt.

For the year ended December 31, 2024, the Company received approximately $ 294.7 million in gross proceeds from warrant exercises, sales of stock under the ATM program and 2024 Offering, and other equity transactions, as further described in Notes 8 and 9.

In connection with the Business Combination as discussed in Notes 1 and 8, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $ 50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement.

The Cantor Purchase Agreement contractually terminated on September 1, 2024.

Additionally, in April 2024, the Company and Cantor entered into a Controlled Equity Offering Sales Agreement with Cantor acting as the Company’s exclusive sales agent for the sale of newly issued shares of Class A Common Stock for aggregate proceeds up to $ 100.0 million, as further described in Note 8 as the ATM Program.

Pursuant to the ATM program, the Company raised approximately $ 97.5 million, net of $ 2.5 million in transaction fees, during the second and third quarters of 2024.

In December 2024, the Company completed an underwritten public offering of 10,952,381 shares of its Class A Common Stock at a price to the public of $ 10.50 per share (the “Public Offering”), which included the full exercise of the underwriters’ option to purchase an additional 1,275,714 shares of Class A Common Stock from the Company.

The Company also entered into an agreement with an accredited investor, pursuant to which the Company sold to the investor 952,381 shares of its Class A Common Stock in a concurrent private placement at a purchase price per share equal to the Public Offering price per share of $ 10.50 (the “Private Offering” together with the Public Offering, the “2024 Offering”).

The net proceeds to the Company from the 2024 Offering, after deducting transaction costs of $ 6.5 million, were approximately $ 116.9 million.

As further described in Note 17 - Subsequent Events, the Company announced on February 4, 2025, the redemption of all of its outstanding warrants (the Public Warrants and Private Warrants as defined in Note 9, collectively the “Warrants”) and Warrants remaining unexercised as of March 6, 2025 (the “Redemption Date”) will be redeemed by the Company for $ 0.01 per Warrant.

During the first quarter of 2025, the Company received approximately $ 176.6 million in gross proceeds from the Warrant exercises of 15,358,229 .

On the Redemption Date, a total of 6,571,724 Warrants remained unexercised and the Company redeemed those Warrants for an aggregate redemption price of $ 66 thousand.

In connection with the Warrant Redemption, a warrant holder agreed to exercise 1,800,000 of the Public Warrants, and the Company agreed to repurchase 941,080 shares of the Company’s Class A Common Stock for an aggregate purchase price of $ 20.7 million.

Management believes that the cash and cash equivalents as of December 31, 2024 and the additional liquidity provided by subsequent equity transactions (discussed above), will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.

The Company invests excess cash in highly liquid, low risk interest-bearing overnight sweep and demand deposit accounts with major financial institutions.

The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of its capital stock, proceeds from warrant exercises, and proceeds from the issuance of bank debt.

On February 27, 2026, the Company completed a definitive securities purchase agreement (“Securities Purchase Agreement”) with certain institutional investors or their affiliates (collectively, the “Investors”) relating to the issuance and sale to the Investors of shares of Class A Common Stock at a price of $ 15.12 per share for an aggregate purchase price of $ 175.0 million.

On January 13, 2026, the Company completed the acquisition of 100 % of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”), pursuant to a Membership Interest Purchase Agreement with Vantor Holdings Inc.

Formerly Maxar Space Systems, Lanteris is a spacecraft manufacturer serving national security, commercial

and civil customers.

The aggregate consideration transferred at closing was approximately $ 705.8 million, consisting of $ 403.3 million in cash and 22,991,028 shares of the Company’s Class A Common Stock valued at $ 283.7 million.

In addition, the Company issued approximately 1,518,163 shares of Class A Common Stock valued at $ 18.7 million for retention and transaction bonuses, assumed indebtedness and funded obligations of approximately $ 134.9 million, and incurred transaction expenses of $ 11.7 million.

The Company funded the cash portion of the purchase price using cash on hand.

See Note 19 - Subsequent Events for additional information on this acquisition.

On October 1, 2025, the Company completed the stock purchase agreement to acquire 100 % of the issued and outstanding capital stock of KinetX, Inc (“KinetX”).

KinetX is a privately-held, Arizona-based aerospace company with more than 30 years of experience delivering flight-proven, deep-space navigation, systems engineering, ground software, and constellation mission design to the U.S.

government and international customers.

The consideration for the acquisition totaled approximately $ 31.3 million, consisting of cash consideration of $ 15.0 million plus $ 1.1 million for transaction costs and other adjustments, and the issuance of 1,104,178 shares of the Company’s Class A Common Stock valued at $ 11.7 million based on the acquisition date closing stock price of $ 10.61 .

Approximately 329,827 shares of Class A Common Stock, was held back in escrow to fund post-closing adjustments, in the amount of $ 3.5 million, based on the acquisition date closing stock price.

The Company funded the cash consideration using cash on hand.

See Note 3 - Acquisitions for more information on the acquisition of KinetX.

On August 18, 2025, the Company issued $ 345.0 million aggregate principal amount of 2.500 % convertible senior notes due 2030 (the “Convertible Notes”).

The Convertible Notes are general, unsecured obligations of the Company and bear interest at a fixed rate of 2.500 % per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026.

The Convertible Notes will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased.

The net proceeds of the Convertible Notes were $ 334.6 million after deducting the initial purchasers’ discount and commissions and the offering expenses payable by the Company.

We used approximately $ 36.8 million of the net proceeds to pay the cost of the capped call transactions (as further defined in Note 8 - Debt).

For further information on the Convertible Notes refer to Note 8 - Debt.

On March 4, 2025, the Company entered into a loan and security agreement with Stifel Bank which provides for a secured revolving credit facility in an aggregate principal amount of up to $ 40.0 million.

As of December 31, 2025, the revolving credit facility remains unborrowed.

Subsequently, on January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the loan agreement, pursuant to which Stifel Bank consented to the acquisition of Lanteris (as discussed in Note 19 - Subsequent Events) while halting any borrowing and covenant obligations by the Company under the revolving credit facility.

See Note 8 - Debt for additional information on this loan and security agreement.

Management believes that the cash and cash equivalents as of December 31, 2025 and the liquidity provided under the Securities Purchase Agreement and Convertible Notes, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.

Cash and Cash Equivalents

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Transaction Costs

Business Combination

Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 1.

These costs were initially capitalized as incurred and recorded as prepaid expenses in our consolidated balance sheets and totaled $ 5.3 million as of December 31, 2022.

Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger and recorded as an offset in additional paid-in capital upon consummation of the transactions.

Total transaction costs charged to additional paid in capital were approximately $ 24.4 million during the year ended December 31, 2023.

Approximately, $ 9.4 million in transaction costs were paid by Intuitive Machines, LLC during the year ended December 31, 2023.

The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination.

Business Acquisitions

Transaction costs consists of direct legal, consulting, audit and other fees related to the business acquisitions of KinetX and Lanteris as further described herein this footnote under Liquidity and Capital Resources, and Notes 3 and 19.

ended December 31, 2025, transaction costs incurred related to acquisitions totaled approximately $ 10.8 million and was recorded to general and administrative expenses in our statement of operations.

Issuance of Securities

Transaction costs related to various agreements for the issuance of securities (as further described in Note 10), includes direct legal, broker, accounting and other fees.

Transaction costs related to these activities totaled approximately $ 9.4 million for the year ended December 31, 2024, recorded as an offset in additional paid-in capital in our consolidated balance sheets and approximately $ 1.4 million for the year ended December 31, 2023, charged to general and administrative expenses in our statement of operations.

No transaction costs related to the issuance of securities were incurred during the year ended December 31, 2025.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable is recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest.

Accounts receivable consists of billed and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest.

The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables.

The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected.

The following table provides a roll-forward of the Company’s allowance for credit losses (in thousands):

Year Ended December 31,

Balance, beginning of year $ — $ —

Provision for credit losses, net 3,431 440

Write-offs ( 136 ) ( 440 )

Balance, end of year $ 3,295 $ —

Prepayments and Other Current Assets

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An impairment loss will be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

For the year ended December 31, 2024, we recorded impairment charges of approximately $ 5.0 million within our consolidated statements of operations associated with construction in progress of certain assets under development by a third part subcontractor that were not in compliance according to the specifications under contract.

For the year ended December 31, 2023, we recorded impairment charges of $ 1.0 million within the consolidated statements of operations associated with leasehold improvements and furniture and fixtures in connection with our previous corporate headquarters.

See Note 5 for further discussion of our impairment losses on property and equipment.

Goodwill and Intangible Assets

Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.

The carrying value of goodwill is subject to an annual impairment test, which we will perform during the fourth quarter of the fiscal year.

Impairment tests may also be triggered by any significant events or changes in circumstances affecting our business.

We currently have one reporting unit which encompasses all operations including new acquisitions.

In performing our annual goodwill impairment test, we will perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill.

The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization, and other relevant qualitative factors.

If the qualitative factors indicate a potential impairment, we compare the fair value of our reporting unit to the carrying value of our reporting unit.

If the fair value is less than its carrying value, an impairment charge is recognized in an amount equal to that excess.

The loss recognized cannot exceed the carrying amount of goodwill.

Our intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized on a straight-line basis over their estimated useful lives.

Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that an impairment may exist.

If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying values.

See Note 6 for additional information on goodwill and intangible assets.

Earn-Out Liabilities

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At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the consolidated statement of operations.

Upon issuance and release of the shares after each Triggering Event (as defined below) is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to shareholders’ equity (deficit) on the consolidated balance sheet.

Upon issuance and release of the shares after each Triggering Event is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to shareholders’ equity (deficit) on the consolidated balance sheet.

As of the Closing Date, the Earn Out Units had a fair value of $ 99.7 million.

As a result of the OMES III Contract award by the National Aeronautics and Space Administration (“NASA”) in May 2023, Triggering Event I (as defined below) under the earn out agreement vested resulting in the issuance of 2,500,000 shares of Intuitive Machines Class C common stock, par value $ 0.0001 per share (the “Class C Common Stock”) with a fair value of approximately $ 19.4 million to the applicable Intuitive Machines, LLC Members resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit.

As of December 31, 2024, the remaining Earn Out Units had a fair value of $ 134.2 million.

See Note 11 - Fair Value Measurements for additional information related to the changes in fair value on the earn-out liabilities.

Triggering Events

The 10,000,000 Earn Out Units received by the applicable Intuitive Machines, LLC Members related to the Business Combination (discussed in Note 1) are subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones (each, a “Triggering Event”):

(i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”);

(ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $ 15.00 per share (“Triggering Event II-A”);

(iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $ 15.00 per share (“Triggering Event II-B”) and;

(iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $ 17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved.

“Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the Closing Date and ending on the date that is the five ( 5 ) year anniversary of the Closing Date.

Subsequent Earn Out Events

In February 2025, the remaining Earn Out Units vested due to Triggering Events II-A and III (as defined above) under the earn out agreement resulting in the issuance of 5,000,000 and 2,500,000 , respectively, shares of Intuitive Machines’ Class C Common Stock.

See Note 17 - Subsequent Events for additional information related to these earn out events.

As a result of the OMES III Contract award by the National Aeronautics and Space Administration (“NASA”) in May 2023, Triggering Event I under the earn out agreement vested resulting in the issuance of 2,500,000 shares of Intuitive Machines Class C common stock, par value $ 0.0001 per share (the “Class C Common Stock”) with a fair value of approximately $ 19.4 million to the applicable Intuitive Machines, LLC Members resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit.

In February 2025, the Triggering Events II-A and III were met, resulting in the issuance of 5,000,000 and 2,500,000 , respectively, shares of Class C Common Stock with an aggregate fair value of approximately $ 167.5 million, resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit.

See Note 13 - Fair Value Measurements for additional information related to the changes in fair value and conversions to equity of the earn-out liabilities.

As of December 31, 2025, all of the Earn Out Units have vested and the earn-out liabilities no longer exist.

The Series A Investment

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The Preferred Investor Warrants were classified as equity.

The $ 26.0 million in proceeds received were allocated to the Series A Preferred Stock and Preferred Investor Warrants based on the relative fair value of the instruments at closing.

See Note 8 for additional information on the Series A Preferred Stock and Note 9 for additional information on the Series A Preferred Warrants.

The $ 26.0 million in proceeds

received were allocated to the Series A Preferred Stock and Preferred Investor Warrants based on the relative fair value of the instruments at closing.

See Note 10 for additional information on the Series A Preferred Stock and Note 11 for additional information on the Preferred Investor Warrants.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms pursuant to the guidance of ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”.

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At its discretion, the members have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Intuitive Machines Class C Common Stock in Intuitive Machines) for either shares of Class A Common Stock on a one -to-one basis or cash proceeds of equal value at the time of redemption.

Any redemption of Intuitive Machines, LLC Common Units in cash must be funded through a private or public offering of Class A Common Stock and is subject to the Board’s approva l.

Any redemption of Intuitive Machines, LLC Common Units in cash must be funded through a private or public offering of Class A Common Stock and

is subject to the Board’s approva l.

As of December 31, 2025, the prior investors of Intuitive Machines, LLC hold the majority of the voting rights on the Board.

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Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in capital of Intuitive Machines.

Remeasurements of the Company’s redeemable

noncontrolling interests are based on the fair value of our Class A Common Stock.

Remeasurements of the Company’s redeemable noncontrolling interests are based on the fair value of our Class A Common Stock.

See Note 10 - Mezzanine Equity and Equity for additional information related to the redeemable noncontrolling interests.

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Typical payment terms under fixed-price contracts provide that the customer pays either performance-based payment based on the achievement of contract milestones or progress payments based on a percentage of costs we incur.

For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable.

when services are performed and contractually billable.

Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., weekly, biweekly, or monthly) or upon achievement of contractual milestones.

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Customer-furnished materials are included in both contract revenue and cost of revenue when management concludes that the company is acting as a principal rather than as an agent.

Revenue for uninstalled materials is recognized when the cost is incurred and control is transferred to the customer, which revenue is recognized using the

cost-to-cost method.

Revenue for uninstalled materials is recognized when the cost is incurred and control is transferred to the customer, which revenue is recognized using the cost-to-cost method.

Certain costs associated with significant long-term service arrangements are capitalized and amortized across the life of the contract.

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The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation.

Government Grants

From time to time, the Company may be awarded government grants.

GAAP does not have specific accounting standards covering government grants to business entities.

The Company applies International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance , by analogy when accounting for government grants.

Under IAS 20, government grants or awards are initially recognized when there is reasonable assurance the conditions of the grant or award will be met and the grant or award will be received.

After initial recognition, government grants or awards are recognized as income under revenue within the statement of operations on a systematic basis in a manner consistent with the manner in which the Company recognizes the underlying costs included in the cost of revenue within the statement of operations for which the grant or award is intended to compensate.

A grant receivable is recognized for expenses incurred but for which grant funding has not yet been received.

The Company follows ASC 832, Disclosures by Business Entities about Government Assistance , with respect to the disclosures of governmental grants or awards.

See Note 4 - Revenue for further discussion on government grants.

Intuitive Machines, Inc.

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realizes, or is deemed to realize, as a result of certain tax attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc., (C) certain tax benefits realized by Intuitive Machines, Inc.

as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA.

as a result of the Business Combination, and (D) tax

deduction in respect of portions of certain payments made under the TRA.

All such payments to the TRA Holders are the obligations of Intuitive Machines, Inc., and not that of Intuitive Machines, LLC.

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An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continue to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented.

The Company is assessing the potential impact of adopting the ASU on its financial statements.

The Company adopted the new standard as of January 1, 2025 and has applied this standard prospectively in the financial statements.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact of the standard on the presentation of its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

It requires a public entity to disclose the title and position of the Chief Operating Decision Maker.

The new standard became effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether to account for certain early settlements of convertible debt instruments as induced conversions or extinguishments.

The standard is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years.

Early adoption is permitted.

The standard can be applied either prospectively or retrospectively.

Management does not expect this new guidance to have a material impact on the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets which provides all entities a practical expedient option when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and applied prospectively.

Early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

In September 2025, FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the prescriptive and sequential development stage model and introducing a principles-based framework requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed.

The amendment is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements.

In December 2025, FASB issued ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities ASU 2025-10 which establishes authoritative guidance for the accounting of government grants received by business entities.

The guidance requires recognition of grants when it is probable that the entity will comply with the related conditions and that the grant will be received.

Asset-related grants may be recorded as deferred income or as a reduction of the related asset, while income-related grants are recognized in earnings over the periods in which the related costs are incurred.

The amendment is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the potential impacts of adopting this ASU on its consolidated financial statements.

Other Current Liabilities

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Payroll accruals $ 12,818 $ 10,274

Income tax payable 43 20

Income tax liability 143 43

Professional fees accruals 11,458 960

Commercial insurance financing — 493

Commitment shares liability (see Note 8)

Contingent consideration liabilities (Notes 3 and 13) 5,353 —

Loan interest payable 3,186 —

Other accrued liabilities 70 212

Other current liabilities $ 33,028 $ 11,489

Immaterial Error Corrections to Previously Issued Financial Statements

During the third quarter of 2024, we identified and corrected immaterial errors affecting previously issued financial statements related to historical estimated contract losses on certain lunar payload services contracts.

These errors were due to the improper inclusion of constrained variable consideration in determining estimated contract losses from fiscal year 2020 through the second quarter of fiscal year 2024.

Additionally, we corrected several other immaterial errors previously identified within the same reporting periods.

As of June 30, 2024, the cumulative error for all periods previously reported was an understatement of Net income attributable to the Company of approximately $ 5.1 million impacting Contract liabilities (current and non-current) and Accounts payable – affiliated companies in our consolidated balance sheets and Cost of revenues (excluding depreciation) and General and administrative expense (excluding depreciation) in our consolidated statements of operations.

The errors had no impact to total operating cash flows in our previously reported cash flows.

We assessed the materiality of the errors, both quantitatively and qualitatively, in accordance with the SEC’s SAB No.

99 and SAB No.

108, and concluded these errors were not material to any of our previously issued quarterly or annual financial statements.

In order to correctly present the errors noted above, previously issued financial statements have been revised and are presented as “As Corrected” in the tables below.

The effect of the corrections on the consolidated balance sheet at December 31, 2023 and consolidated statement of operations for the fiscal year ended December 31, 2023 are as follows (in thousands):

December 31, 2023

Revised Balance Sheet Amounts:

As Previously Reported Adjustments As Corrected

Accounts payable - affiliated companies $ 3,493 $ 2,293 $ 5,786

Contract liabilities, current $ 45,511 $ ( 4,140 ) $ 41,371

Total current liabilities $ 83,380 $ ( 1,847 ) $ 81,533

NOTE 3 - ACQUISITIONS

On October 1, 2025, the Company completed the stock purchase agreement to acquire 100 % of the issued and outstanding capital stock of KinetX.

government and international customers.

The consideration for the acquisition totaled approximately $ 31.3 million, consisting of cash consideration of $ 15.0 million, seller payable adjustments of $ 1.1 million treated as consideration transferred, and the issuance of 1,104,178 shares of the Company’s Class A Common Stock valued at $ 11.7 million based on the acquisition date closing stock price of $ 10.61 .

Approximately 329,827 shares of Class A Common Stock valued at $ 3.5 million, were held back in escrow to settle any post-closing adjustments and/or potential claims.

The holdback was accounted for as contingent consideration and recorded as a liability based on its estimated fair value as of the acquisition date.

The Company funded the cash consideration using cash on hand.

Goodwill primarily represents expected synergies, assembled workforce, and future growth opportunities.

The goodwill is not fully deductible for income tax purposes.

The following table presents the purchase consideration and the preliminary estimated fair values of the assets acquired and liabilities assumed by the Company as of the acquisition date (in thousands):

October 1, 2025

Cash consideration $ 15,000

Fair value of Class A Common Stock issued 11,715

Equity holdback in escrow 3,500

Transaction costs and other adjustments payable to the seller 1,130

Purchase consideration $ 31,345

Cash and cash equivalents $ 1,247

Trade accounts receivable 1,232

Contract assets 34

Prepaid and other current assets 306

Property and equipment, net

Intangible assets, net 13,300

Operating lease right-of-use assets

Total assets 16,748

Accounts payable and accrued expenses

Operating lease liabilities, current

Deferred tax liability, current

Other current liabilities

Operating lease liabilities, non-current

Total liabilities 4,100

Accumulated deficit $ ( 250,466 ) $ 1,847 $ ( 248,619 )

Total shareholders’ deficit $ ( 263,282 ) $ 1,847 $ ( 261,435 )

Year Ended December 31, 2023

Revised Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Revenue $ 79,521 $ 30 $ 79,551

Cost of revenue (excluding depreciation) $ 97,523 $ 3,521 $ 101,044

Cost of revenue (excluding depreciation) - affiliated companies $ 2,949 $ — $ 2,949

General and administrative expense (excluding depreciation) $ 32,946 $ 1,391 $ 34,337

Total operating expenses $ 135,758 $ 4,912 $ 140,670

Operating loss $ ( 56,237 ) $ ( 4,882 ) $ ( 61,119 )

Income before income taxes $ 15,062 $ ( 4,882 ) $ 10,180

Net income $ 15,022 $ ( 4,882 ) $ 10,140

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination $ ( 5,751 ) $ ( 730 ) $ ( 6,481 )

Net income (post Business Combination) $ 20,773 $ ( 4,152 ) $ 16,621

Net loss attributable to redeemable noncontrolling interest $ ( 42,031 ) $ ( 3,110 ) $ ( 45,141 )

Net income attributable to the Company $ 62,804 $ ( 1,042 ) $ 61,762

Net income attributable to Class A common shareholders $ 60,461 $ ( 1,042 ) $ 59,419

Net income per share:

Net income per share of Class A common stock - basic $ 3.43 $ ( 0.06 ) $ 3.37

Net income per share of Class A common stock - diluted $ 2.46 $ ( 0.04 ) $ 2.42

The effect of the corrections on the condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023 are as follows (in thousands, except per share amounts):

Three Months Ended March 31, 2024

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Revenue $ 73,068 $ 151 $ 73,219

Cost of revenue (excluding depreciation) $ 51,552 $ ( 1,712 ) $ 49,840

Cost of revenue (excluding depreciation) - affiliated companies $ 9,359 $ — $ 9,359

General and administrative expense (excluding depreciation) $ 17,143 $ ( 762 ) $ 16,381

Total operating expenses $ 78,468 $ ( 2,474 ) $ 75,994

Operating loss $ ( 5,400 ) $ 2,625 $ ( 2,775 )

Loss before income taxes $ ( 120,656 ) $ 2,625 $ ( 118,031 )

Net loss $ ( 120,656 ) $ 2,625 $ ( 118,031 )

Net loss (post Business Combination) $ ( 120,656 ) $ 2,625 $ ( 118,031 )

Net loss attributable to redeemable noncontrolling interest $ ( 23,291 ) $ 1,774 $ ( 21,517 )

Net loss attributable to the Company $ ( 98,337 ) $ 851 $ ( 97,486 )

Net loss attributable to Class A common shareholders $ ( 98,808 ) $ 851 $ ( 97,957 )

Net loss per share:

Net loss per share of Class A common stock - basic and diluted $ ( 2.70 ) $ 0.02 $ ( 2.68 )

Three Months Ended March 31, 2023

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Cost of revenue (excluding depreciation) $ 23,126 $ 1,006 $ 24,132

General and administrative expense (excluding depreciation) $ 8,777 $ 487 $ 9,264

Total operating expenses $ 32,199 $ 1,493 $ 33,692

Operating loss $ ( 13,963 ) $ ( 1,493 ) $ ( 15,456 )

Loss before income taxes $ ( 20,232 ) $ ( 1,493 ) $ ( 21,725 )

Net loss $ ( 23,447 ) $ ( 1,493 ) $ ( 24,940 )

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination $ ( 5,751 ) $ ( 730 ) $ ( 6,481 )

Net loss (post Business Combination) $ ( 17,696 ) $ ( 763 ) $ ( 18,459 )

Net loss attributable to redeemable noncontrolling interest $ ( 8,336 ) $ ( 618 ) $ ( 8,954 )

Net loss attributable to the Company $ ( 9,360 ) $ ( 145 ) $ ( 9,505 )

Net loss attributable to Class A common shareholders $ ( 9,688 ) $ ( 145 ) $ ( 9,833 )

Net loss per share:

Net loss per share of Class A common stock - basic and diluted $ ( 0.64 ) $ ( 0.01 ) $ ( 0.65 )

The effect of the corrections on the condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands, except per share amounts):

Three Months Ended June 30, 2024

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Revenue $ 41,408 $ 233 $ 41,641

Cost of revenue (excluding depreciation) $ 47,838 $ 590 $ 48,428

Cost of revenue (excluding depreciation) - affiliated companies $ 9,264 $ — $ 9,264

General and administrative expense (excluding depreciation) $ 12,057 $ ( 1,031 ) $ 11,026

Total operating expenses $ 69,582 $ ( 441 ) $ 69,141

Operating loss $ ( 28,174 ) $ 674 $ ( 27,500 )

Income before income taxes $ 15,981 $ 674 $ 16,655

Net income $ 15,981 $ 674 $ 16,655

Net income (post Business Combination) $ 15,981 $ 674 $ 16,655

Net loss attributable to redeemable noncontrolling interest $ ( 3,088 ) $ 283 $ ( 2,805 )

Net income attributable to the Company $ 18,280 $ 391 $ 18,671

Net income attributable to Class A common shareholders $ 18,143 $ 391 $ 18,534

Net income per share:

Net income per share of Class A common stock - basic $ 0.33 $ 0.01 $ 0.34

Net income per share of Class A common stock - diluted $ 0.29 $ 0.01 $ 0.30

Three Months Ended June 30, 2023

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Cost of revenue (excluding depreciation) $ 22,481 $ 582 $ 23,063

General and administrative expense (excluding depreciation) $ 8,376 $ 403 $ 8,779

Total operating expenses $ 31,176 $ 985 $ 32,161

Operating loss $ ( 13,183 ) $ ( 985 ) $ ( 14,168 )

Income before income taxes $ 15,249 $ ( 985 ) $ 14,264

Net income $ 18,777 $ ( 985 ) $ 17,792

Net income (post Business Combination) $ 18,777 $ ( 985 ) $ 17,792

Net loss attributable to redeemable noncontrolling interest $ ( 10,744 ) $ ( 1,001 ) $ ( 11,745 )

Net income attributable to the Company $ 29,521 $ 16 $ 29,537

Net income attributable to Class A common shareholders $ 28,866 $ 16 $ 28,882

Net income per share:

Net income per share of Class A common stock - basic $ 1.84 $ — $ 1.84

Net income per share of Class A common stock - diluted $ 1.52 $ — $ 1.52

Six Months Ended June 30, 2024

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Revenue $ 114,476 $ 384 $ 114,860

Cost of revenue (excluding depreciation) $ 99,390 $ ( 1,122 ) $ 98,268

Cost of revenue (excluding depreciation) - affiliated companies $ 18,623 $ — $ 18,623

General and administrative expense (excluding depreciation) $ 29,200 $ ( 1,793 ) $ 27,407

Total operating expenses $ 148,050 $ ( 2,915 ) $ 145,135

Operating loss $ ( 33,574 ) $ 3,299 $ ( 30,275 )

Loss before income taxes $ ( 104,675 ) $ 3,299 $ ( 101,376 )

Net loss $ ( 104,675 ) $ 3,299 $ ( 101,376 )

Net loss (post Business Combination) $ ( 104,675 ) $ 3,299 $ ( 101,376 )

Net loss attributable to redeemable noncontrolling interest $ ( 26,379 ) $ 2,057 $ ( 24,322 )

Net loss attributable to the Company $ ( 80,057 ) $ 1,242 $ ( 78,815 )

Net loss attributable to Class A common shareholders $ ( 80,665 ) $ 1,242 $ ( 79,423 )

Net loss per share:

Net loss per share of Class A common stock - basic and diluted $ ( 1.76 ) $ 0.03 $ ( 1.73 )

Six Months Ended June 30, 2023

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Cost of revenue (excluding depreciation) $ 45,607 $ 1,588 $ 47,195

General and administrative expense (excluding depreciation) $ 17,153 $ 890 $ 18,043

Total operating expenses $ 63,375 $ 2,478 $ 65,853

Operating loss $ ( 27,146 ) $ ( 2,478 ) $ ( 29,624 )

Loss before income taxes $ ( 4,983 ) $ ( 2,478 ) $ ( 7,461 )

Net loss $ ( 4,670 ) $ ( 2,478 ) $ ( 7,148 )

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination $ ( 5,751 ) $ ( 730 ) $ ( 6,481 )

Net income (loss) (post Business Combination) $ 1,081 $ ( 1,748 ) $ ( 667 )

Net loss attributable to redeemable noncontrolling interest $ ( 19,080 ) $ ( 1,619 ) $ ( 20,699 )

Net income attributable to the Company $ 20,161 $ ( 129 ) $ 20,032

Net income attributable to Class A common shareholders $ 19,178 $ ( 129 ) $ 19,049

Net income per share:

Net income per share of Class A common stock - basic $ 1.23 $ — $ 1.23

Net income per share of Class A common stock - diluted $ 0.83 $ — $ 0.83

The effect of the corrections on the condensed consolidated statement of operations for the three and nine months ended September 30, 2023 are as follows (in thousands, except per share amounts):

Three Months Ended September 30, 2023

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Cost of revenue (excluding depreciation) $ 25,768 $ 725 $ 26,493

General and administrative expense (excluding depreciation) $ 9,853 $ 60 $ 9,913

Total operating expenses $ 35,950 $ 785 $ 36,735

Operating loss $ ( 23,219 ) $ ( 785 ) $ ( 24,004 )

Income before income taxes $ 15,701 $ ( 785 ) $ 14,916

Net income $ 15,096 $ ( 785 ) $ 14,311

Net income (post Business Combination) $ 15,096 $ ( 785 ) $ 14,311

Net loss attributable to redeemable noncontrolling interest $ ( 18,555 ) $ ( 437 ) $ ( 18,992 )

Net income attributable to the Company $ 33,651 $ ( 348 ) $ 33,303

Net income attributable to Class A common shareholders $ 32,977 $ ( 348 ) $ 32,629

Net income per share:

Net income per share of Class A common stock - basic $ 1.89 $ ( 0.02 ) $ 1.87

Net income per share of Class A common stock - diluted $ 1.29 $ ( 0.02 ) $ 1.27

Nine Months Ended September 30, 2023

Revised Condensed Consolidated Statement of Operations Amounts:

As Previously Reported Adjustments As Corrected

Cost of revenue (excluding depreciation) $ 71,375 $ 2,313 $ 73,688

General and administrative expense (excluding depreciation) $ 27,006 $ 950 $ 27,956

Total operating expenses $ 99,325 $ 3,263 $ 102,588

Operating loss $ ( 50,365 ) $ ( 3,263 ) $ ( 53,628 )

Income before income taxes $ 10,718 $ ( 3,263 ) $ 7,455

Net income $ 10,426 $ ( 3,263 ) $ 7,163

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination $ ( 5,751 ) $ ( 730 ) $ ( 6,481 )

Net income (post Business Combination) $ 16,177 $ ( 2,533 ) $ 13,644

Net loss attributable to redeemable noncontrolling interest $ ( 37,635 ) $ ( 2,056 ) $ ( 39,691 )

Net income attributable to the Company $ 53,812 $ ( 477 ) $ 53,335

Net income attributable to Class A common shareholders $ 52,155 $ ( 477 ) $ 51,678

Net income per share:

Net income per share of Class A common stock - basic $ 3.20 $ ( 0.03 ) $ 3.17

Net income per share of Class A common stock - diluted $ 2.16 $ ( 0.02 ) $ 2.14

Fair value of net identifiable assets acquired 12,648

Goodwill $ 18,697

The following table summarizes the preliminary estimated fair values of intangible assets acquired by class and the related estimated lives (in thousands, except useful life in years):

Intangible Asset Estimated Life in Years October 1, 2025

Customer relationships 10 $ 1,900

Developed technology 10 11,400

Total intangible assets $ 13,300

The amounts presented in the tables above represent preliminary valuation analyses completed to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date.

These fair values were based on management’s estimates and assumptions but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date.

All values remain preliminary including, but not limited to, intangible assets, including the preliminary assumptions used in their estimates of fair values and their respective estimated useful lives, the valuation of certain tangible assets, working capital accounts, income taxes, and residual goodwill.

The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP.

Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

The result of operations of KinetX has been included in the Company’s consolidated statement of operations since the date of acquisition, October 1, 2025, and includes revenues of $ 1.3 million and operating loss of $ 0.9 million for the year ended December 31, 2025.

NOTE 4 - REVENUE

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Revenue by Contract Type

Cost reimbursable $ 146,516 64 % $ 13,920 17 %

Fixed price $ 120,308 57 % $ 74,681 33 %

Cost reimbursable 80,102 38 % 146,516 64 %

Time and materials 6,722 3 % 6,803 3 %

Total $ 228,000 100 % $ 79,551 100 %

Revenue from contracts with customers 207,132 98 % 228,000 100 %

Grant revenue 2,927 2 % — — %

Total revenue $ 210,059 100 % $ 228,000 100 %

Contract Assets and Liabilities

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Total $ 12,236 $ 34,592

Amortization expense associated with deferred contract costs for subcontracted launch services was recorded in cost of revenue and was $ 13.7 million and $ 31.2 million, respectively, for the years ended December 31, 2024 and 2023.

Amortization expense associated with deferred contract costs for subcontracted launch services was recorded in cost of revenue and was $ 29.8 million and $ 10.1 million for the years ended December 31, 2025 and 2024, respectively.

delay fees are recorded directly to the cost of revenue and were $ 2.3 million and $ 3.6 million, for the years ended December 31, 2025 and 2024, respectively.

The following table presents contract liabilities as of December 31, 2025 and 2024 (in thousands):

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Deferred revenue 5,900 14,334

Contract loss provision 441 —

Total contract liabilities – long-term 6,341 14,334

Total contract liabilities $ 63,709 $ 79,518

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We may experience favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price.

We recorded net losses related to contracts with customers of $ 28.1 million and $ 23.6 million, respectively, for the years ended December 31, 2024 and 2023.

As of December 31, 2024, the status of these loss contracts was as follows:

• The first contract, for lunar payload services, became a loss contract due to estimated contract costs exceeding the estimated amount of consideration that we expected to receive.

We recorded net losses related to contracts with customers of $ 22.6 million and $ 28.1 million for the years ended December 31, 2025 and 2024, respectively.

The status of these loss contracts was as follows:

• Our IM-1 mission contract for lunar payload services, became a loss contract due to estimated contract costs exceeding the estimated amount of consideration that we expected to receive.

The contract was successfully completed in February 2024 .

As a result of a successful mission, previously constrained variable consideration of $ 12.3 million as of December 31, 2023 was released and approximately $ 11.6 million was recognized as revenue during the first quarter of 2024.

For the year ended December 31, 2024, changes in estimated contract costs resulted in an additional $ 5.7 million in contract loss.

• Our IM-2 mission contract for lunar payload services, became a loss contract in 2023 due to estimated contract costs exceeding the estimated amount of consideration that we expected to receive.

The IM-2 mission associated with this contract was completed in March 2025.

For the years ended December 31, 2025 and 2024, changes in estimated contract costs resulted in an additional $ 1.0 million and $ 9.9 million, in contract loss, respectively.

• The second contract, for lunar payload services, became a loss contract in 2021 due to estimated contract costs exceeding the estimated amount of consideration that we expected to receive.

During the third quarter of 2025, the IM-2 mission contract was closed-out and previously constrained revenue of approximately $ 5.5 million was recognized in revenue.

As of December 31, 2024, the contract loss provision recorded in contract liabilities, current in our consolidated balance sheets was $ 0.9 million, and there was no contract loss provision remaining as of December 31, 2025.

• Our IM-3 mission contract for lunar payload services, became a loss contract in 2021 due to estimated contract costs exceeding the estimated amount of consideration that we expected to receive.

For the years ended December 31, 2025 and 2024, changes in estimated contract costs resulted in an additional $ 20.1 million and $ 12.5 million, in contract loss, respectively.

As of December 31, 2024, and 2023, this contract was approximately 69 % complete and 64 % complete, respectively.

The period of performance for this contract currently runs through June 2026 as a result of modification to the contract.

The increase in estimated contract costs was primarily driven by the alignment of the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSN contract obligations.

The period of performance for this contract currently runs through March 2027.

As of December 31, 2025, this contract was approximately 85 % complete.

As of December 31, 2025 and 2024, the contract loss provision recorded in contract liabilities, current was $ 6.5 million and $ 7.0 million, respectively, in our consolidated balance sheets.

• The third contract, for lunar payload services, became a loss contract in 2023 due to estimated contract costs exceeding the estimated amount of consideration that we expected to receive.

For the years ended December 31, 2024 and 2023, changes in estimated contract costs resulted in an additional $ 9.9 million and $ 8.8 million in contract loss, respectively.

• Our IM-4 mission contract for lunar payload services, became a loss contract during the second quarter of 2025 due to estimated contract costs exceeding the estimated amount of consideration that we expect to receive.

For the year ended December 31, 2025, changes in estimated contract costs resulted in $ 1.4 million in contract loss.

As of December 31, 2025 this contract was approximately 32 % complete.

The period of performance for this contract currently runs through August 2025 as a result of modifications to the contract.

As of December 31, 2024 and 2023, the contract loss provision recorded in contract liabilities, current in our consolidated balance sheets was $ 0.9 million and $ 4.6 million, respectively.

The period of performance for this contract currently runs through August 2028.

As of December 31, 2025, the contract loss provision recorded in contract liabilities, current was $ 0.5 million and $ 0.4 million in contract liabilities, non-current in our consolidated balance sheets.

• The remaining loss contracts are individually and collectively immaterial.

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The Company expects to recognize revenue on approximately 60 - 65 % of the remaining performance obligations over the next 12 months, 35 %- 40 % in 2027 and the remaining thereafter.

Remaining performance obligations do not include variable consideration that was determined to be constrained as of December 31, 2024.

Remaining performance obligations do not include variable consideration that was determined to be constrained as of December 31, 2025 due to the uncertainty of achieving performance milestones or other factors not yet resolved.

For time and materials contracts and cost reimbursable contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice;

therefore, we do not report unfulfilled performance obligations for time and materials agreements and cost reimbursable agreements.

Grant Revenue and Related Matters

In April 2025, the Texas Space Commission (“TSC”) selected Intuitive Machines for a grant up to $ 10.0 million from the Space Exploration and Research Fund.

This funding supports the development of an Earth reentry vehicle and orbital fabrication lab designed to enable microgravity biomanufacturing and is intended to serve as a critical risk-reduction platform for the Company’s future lunar sample return missions.

Under the TSC grant, the Company will apply up to $ 10.0 million in funds pursuant to budget periods defined in the TSC award through June 30, 2026 as reimbursement for costs incurred in completing the tasks, specified by the Company, to complete the design of the Earth reentry vehicle.

The TSC can terminate the TSC award for convenience.

Under such a termination, the Company will be permitted to seek reimbursement of valid costs incurred through the date of termination.

During the year ended December 31, 2025, the Company recognized grant revenue of $ 2.9 million and corresponding expenses included in cost of revenue on the consolidated statement of operations.

As of December 31, 2025, the grant receivable was $ 2.9 million, and is included in trade accounts receivables on the consolidated balance sheet.

NOTE 5 - PROPERTY AND EQUIPMENT, NET

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Total depreciation expense related to property and equipment for the years ended December 31, 2025 and 2024, was $ 3.3 million and $ 1.9 million, respectively.

Construction in progress includes constructions costs associated with the fabrication of a commercial communications satellite.

As of December 31, 2025, construction in progress includes $ 50.8 million in capitalized costs associated with the fabrication and development of communications satellites and ground network assets, primarily in support of the NSN

During the third quarter of 2024, management determined that certain assets under development by a third party subcontractor were not in compliance according to the specifications under contract.

Management concluded that carrying cost of these assets was not recoverable and recorded an impairment charge of approximately $ 5.0 million, including capitalized interest of $ 0.5 million, in our consolidated statements of operations for the year ended December 31, 2024.

As of December 31, 2024, construction in progress includes construction costs of $ 11.1 million associated with the commercial communications satellite and $ 4.7 million associated with the satellite communications and navigation network related to the NSN contract recently awarded in September 2024.

The Company capitalized interest in connection with construction in progress of $ 1.0 million for the year ended December 31, 2023 and recognized no capitalized interest for the year ended December 31, 2024.

During the fourth quarter of 2023 and in connection with moving operations to our new facility, the Lunar Production and Operations Center (“LPOC”), as discussed further in Note 5, management identified the move as a significant adverse change in the usage of space from our prior facility.

As such, management determined that certain leasehold improvements and furniture and fixtures from our prior facility will not be utilized at the LPOC and the carrying value will not be recoverable.

For the year ended December 31, 2023, we recorded impairment charges of approximately $ 1.0 million in our consolidated statements of operations.

No impairment charges were recorded for during the year ended December 31, 2025 related to these assets or other long-lived assets.

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS, NET

On October 1, 2025, the Company acquired goodwill and intangible assets in connection with the completed stock purchase agreement of KinetX as further discussed in Note 3.

As of December 31, 2025, the carrying amount for goodwill was $ 18.7 million.

There were no adjustments and no impairment recognized related to goodwill during the year ended December 31, 2025.

Intangible Assets, Net

The gross carrying amounts and accumulated amortization of our intangible assets consisted of the following (in thousands, except useful life in years):

December 31, 2025

Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Acquired intangible assets

Customer relationships 10 $ 1,900 $ ( 47 ) $ 1,853

Developed technology 10 11,400 ( 285 ) 11,115

Total intangible assets, net $ 13,300 $ ( 332 ) $ 12,968

Our acquired intangible assets are amortized to expense on a straight-line basis over their estimated useful lives.

Amortization expense was $ 332 thousand for the year ended December 31, 2025.

Over the next five years, estimated future amortization expense is approximately $ 1.3 million for each year from 2026 through 2030.

There was no impairment recognized related to intangible assets during the year ended December 31, 2025.

NOTE 7 - LEASES

The Company leases real estate for administrative office space, research, marketing and light manufacturing operations of the lessee’s aerospace related research and development business under operating leases.

The Company has seven real estate leases with lease terms ranging from 52 months to 250 months and six equipment leases (of which five are finance leases) with lease terms ranging from 36 months to 60 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee.

The Company has seven real estate leases with lease terms ranging from 30 months to 313 months and seven equipment leases (of which six are finance leases) with lease terms ranging from 36 months to 60 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee.

The Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which the Company accounts for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability.

For the years ended December 31, 2024 and 2023, there were no significant variable lease costs.

There are no restrictions or covenants imposed by any of the leases, and none of the Company’s leases contain material residual value guarantees.

Lunar Production and Operations Center Expansion

In July 2025, we executed an amendment to our ground lease agreement to expand our Lunar Production and Operations Center (“LPOC”) at the Houston Spaceport at Ellington Airport.

The expansion calls for an additional investment of approximately $ 12.6 million by the Company for the construction of new production and testing facilities, plus support infrastructure, to scale our lunar lander assembly, Earth-reentry systems, Lunar Terrain Vehicle development, and NASA’s Near Space Network services.

The amendment expands the total leased project site by an additional tract of approximately 3.0 acres.

The amendment extends the lease term from 20 years to 25 years (ending October, 2048), with three optional renewal periods of 5 years each, and reduces the right-of-use assets and liabilities by approximately $ 7.1 million.

The Company accounted for this amendment as a lease modification by remeasuring the right-of-use assets and liabilities as of

the effective date.

Should construction costs exceed the estimated expansion investment, the Company will consider and account for the excess as variable lease payments or, if the excess costs are significant, the Company will remeasure the lease liability and right-of-use asset.

Furthermore, the amendment includes lease components that have not yet commenced.

The Company expects to recognize additional lease liabilities of approximately $ 7.9 million as the expansion phases are completed in 2026.

Spaceport Facility Lease Agreement

In July 2025, we executed a sublease for additional office and production space at the Houston Spaceport at Ellington Airport totaling approximately 116,000 square feet.

The leased production space includes turn-key production equipment, including test facilities, that allow for an efficient and cost-effective expansion of our manufacturing capabilities.

The lease agreement has a remaining term of 7 years.

As of December 31, 2025, the Company recorded operating right-of-use assets of $ 6.4 million and operating lease liabilities of $ 6.8 million.

The components of total lease expense are as follows (in thousands):

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Finance lease cost 40 37

Variable lease cost 431 —

Short-term lease cost 580 94

Total lease cost $ 6,076 $ 4,275

The components of supplemental cash flow information related to operating leases are as follows (in thousands):

The components of supplemental cash flow information are as follows (in thousands) :

Year Ended December 31,

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Right-of-use assets obtained in exchange for new operating lease liabilities $ 7,182 $ — $ 4,145 $ 43

Weighted average remaining lease term - operating leases (months) 204 28 226 35

Weighted average remaining lease term - operating leases (in months) 211 23 204 28

Weighted average discount rate - operating leases 11.2 % 8.0 % 6.5 % 7.8 %

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The table below includes the estimated future undiscounted cash flows for operating and finance leases as of December 31, 2025 (in thousands):

Year Ending December 31, Operating Leases Finance Leases

2025 $ 2,522 $ 47

Year Ending December 31, Operating Leases Finance

2026 $ 12,597 $ 45

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2025 December 31,

Credit Mobilization Facility $ — $ 8,000

deferred financing costs — —

current maturities — ( 8,000 )

Convertible Notes $ 345,000 $ —

unamortized debt discount

unamortized debt issuance costs ( 862 ) —

Long-term debt, net of current maturities $ 335,335 $ —

As of December 31, 2024 and 2023, the weighted-average interest rate on short-term borrowings outstanding was 10.55 % and 10.20 %, respectively.

Convertible Notes

On August 18, 2025, the Company issued $ 345.0 million aggregate principal amount of 2.500 % convertible senior notes due 2030.

The Convertible Notes will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased.

The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding July 1, 2030 only under the following conditions:

(1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; (3) if the Company issues a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events.

On or after July 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election.

The Company may not redeem the notes prior to October 6, 2028.

The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after October 6, 2028 and prior to the 26th scheduled trading day immediately preceding the maturity date, but only if the “liquidity condition” (as defined below) is satisfied and the last reported sale price of the Class A Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The “liquidity condition” is satisfied if the Company has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K;

or if the Company has elected to settle all conversions by cash settlement.

If the Company redeems less than all the outstanding Convertible Notes, at least $ 75.0 million aggregate principal amount must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption (unless the Company makes an “all notes election” with respect to such partial redemption, in which case such partial redemption limitation shall not apply).

No sinking fund is provided for the notes.

The initial conversion rate for the Convertible Notes is 76.2631 shares of Class A Common Stock per $1,000 principal amount of the notes, which represents an initial conversion price of approximately $ 13.1125 per share of Class A Common Stock.

The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events.

In addition, holders who convert their notes in connection with a make-whole fundamental change or a notice of redemption may be entitled to an increase in the conversion rate.

For the potential dilutive impact of the Convertible Notes if-converted, refer to Note 14 - Net Loss per Share.

The Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default involving the Company after which the notes become automatically due and payable.

As of December 31, 2025, the Company was in compliance with all debt covenant requirements related to the Convertible Notes.

As of December 31, 2025, the aggregate fair value of the Convertible Notes was $ 526.4 million based on an observable market quote in an active market (Level 2 inputs).

Debt discount and issuance costs are comprised of costs incurred in connection with debt issuance and are presented in the accompanying consolidated balance sheet as a deduction to the carrying amount of the debt and amortized using the effective interest method to interest expense over the term of the debt.

The conversion feature was evaluated under ASC 815, “Derivatives and Hedging” and ASC 470-20 “Debt with Conversion and Other Options” and was not separated as a derivative because it met the equity scope exception;

therefore, the Convertible Notes are accounted for entirely as a liability.

During the year ended December 31, 2025, the effective interest rate on the Convertible Notes, including the impact of the debt discount and issuance costs, was approximately 3.04 % and the Company recognized $ 3.9 million of interest expense related to the Convertible Notes which included the amortization of the debt discount and issuance costs of $ 0.8 million.

On August 18, 2025, in connection with the issuance of the Convertible Notes (as described above), the Company entered into capped call transactions (the “Capped Calls”) with certain financial institutions at an aggregate cost of approximately $ 36.8 million.

The Capped Calls cover, subject to anti-dilution adjustments, the number of Class A Common Stock underlying the Convertible Notes.

The Capped Calls can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Convertible Notes.

The Capped Calls have an initial strike price of $ 13.1125 and an initial cap price of $ 20.9800 per share, which are subject to certain adjustments under the terms of the Capped Calls.

The Capped Calls meet the criteria for equity classification under ASC 815-40 as they are indexed to the Company’s own stock and require settlement in shares or cash at the Company’s option.

The Capped Calls cover approximately 26,310,770 of Class A Common Stock.

These instruments are excluded from diluted earnings per share calculations as they are currently anti-dilutive.

Stifel Loan Agreement

O n March 4, 2025, we entered into a loan and security agreement (the “Loan Agreement”) with Stifel Bank.

The Loan Agreement provides for a secured revolving credit facility in an aggregate principal amount of up to $ 40.0 million (the “Revolving Facility”).

The proceeds of the loans (and any letters of credit issued thereunder) may be used for the funding of growth initiatives, including working capital needs and general corporate purposes as the Company continues to focus on minimizing its cost of capital while maximizing available funding alternatives.

Amounts outstanding under the Revolving Facility bear interest at a rate per annum equal to the greater of (a) Term SOFR (secured overnight financing rate) plus 2.75 % and (b) 6.00 % and requires the Company to meet certain financial and other covenants .

The Loan Agreement matures on April 30, 2027 (the “Maturity Date”).

Subject to certain conditions in the Loan Agreement, amounts borrowed thereunder may be repaid and reborrowed at any time prior to the Maturity Date.

As of December 31, 2025, the Company was in compliance with all covenants related to the Loan Agreement.

As of December 31, 2025, there was no outstanding debt under the Stifel Loan Agreement.

On January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the Loan Agreement pursuant to which Stifel Bank consented to the acquisition of Lanteris (as discussed in Note 19 - Subsequent Events) and halted any borrowing and covenant obligations by the Company under Revolving Facility.

Live Oak Credit Mobilization Facility

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For borrowings, the applicable rate margin is 0.9 %.

The $ 10.0 million in borrowings are available for working capital needs and other general corporate purposes must be repaid by February 22, 2024.

The $ 10.0 million in borrowings are available for working capital needs and other general corporate purposes were required to be repaid by February 22, 2024.

The Bridge Loan included guarantees (the “Credit Support Guarantees”) by Ghaffarian Enterprises, LLC (an affiliate of Dr.

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On January 29, 2024, the Bridge Loan was repaid in full as a result of $ 10.0 million in contributions from the Guarantor under the Bridge Loan Conversion transaction further described in Note 10.

Loan Agreement

See Note 17 - Subsequent Events for information related to a loan and security agreement executed with Stifel Bank during the first quarter of 2025.

NOTE 9 - INCOME TAXES

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Federal $ — $ —

Federal 3,927 —

State and local — ( 4 )

Total income tax provision (benefit) $ 3,962 $ 37

A reconciliation of the provision for income taxes to the amount computed by applying the 21.0 % statutory U.S.

federal income tax rate to income before income taxes for years after to the adoption of ASU 2023-09 is as follows (in thousands except for rates):

Year Ended December 31, 2025

Loss before income taxes $ ( 102,884 )

federal statutory tax rate ( 21,605 ) 21.0 %

State and local income tax, net of federal (national) income tax effect (1)

35 ( 0.03 ) %

Changes in valuation allowance 10,657 ( 10.36 ) %

Nontaxable or nondeductible items

Fair value activity on earn-out liabilities 7,007 ( 6.81 ) %

Income passed through to partners 4,946 ( 4.81 ) %

Equity compensation ( 1,752 ) 1.70 %

Other 935 ( 0.91 ) %

Other adjustments

KinetX investment deferred adjustment 3,927 ( 3.82 ) %

Other ( 188 ) 0.19 %

Total income tax provision $ 3,962 ( 3.85 ) %

(1) State and local taxes in Texas made up the majority (greater than 50%) of the tax effect in this category.

The reconciliation of the income tax provision computed at the Company’s effective tax rate is as follows (in thousands except for rates):

Year Ended December 31, 2024

Income/(loss) before income taxes $ ( 346,885 ) $ 10,180

Loss before income taxes $ ( 346,885 )

Statutory income tax rate 21.0 %

Expected income tax expense/(benefit) ( 72,846 ) 2,137

Expected income tax benefit ( 72,846 )

Noncontrolling interest 13,458

Fair value on earn-out liabilities 25,226 ( 13,913 )

Fair value on warrant liabilities 18,646 —

Fair value activity on earn-out liabilities 25,226

Fair value activity on warrant liabilities 18,646

Other permanent differences ( 99 )

Stock compensation ( 480 ) —

Research and development benefit — ( 611 )

Equity compensation ( 480 )

State income tax expense ( 5,593 )

1 unchanged sentence

Other ( 272 )

Total income tax provision (benefit) $ 37 $ 40

Total income tax provision $ 37

Effective tax rate ( 0.01 ) %

The Company’s effective tax rates for the years ended December 31, 2025 and 2024, were ( 3.85 )% and ( 0.01 )%, respectively.

For year ended December 31, 2024, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income.

For the year ended December 31, 2023, our effective tax rate differed from the statutory rate of 21% primarily due to Intuitive Machines, LLC's status as a partnership for United States federal income tax purposes.

For years ended December 31, 2025 and 2024, our effective tax rate differed from the statutory rate of 21 % primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income.

Additionally, for the year ended December 31, 2025, our effective tax rate difference from the statutory rate includes the deferred tax consequence of our acquisition and subsequent contribution of KinetX assets into Intuitive Machines, LLC.

The significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

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Investment in Intuitive Machines, LLC 334,502 334,982

Excess Business Interest Expense 687 —

Other deferred tax assets 653 664

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As a result of the Business Combination, the Company was appointed as the sole managing member of Intuitive Machines, LLC.

Prior to the close of the Business Combination, the Company's financial reporting predecessor, Intuitive Machines, LLC, was treated as a pass-through entity for tax purposes and no provision, except for certain state taxes, was made in the

consolidated financial statements for income taxes.

Any income tax items for the periods prior to the close of the Business Combination are related to Intuitive Machines, LLC.

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All such payments to the TRA Holders are the obligations of the Company, and not that of Intuitive Machines, LLC.

As of December 31, 2024, based primarily on historical losses of the Company, management has determined it is more-likely-than-not that the Company will be unable to utilize its deferred tax assets subject to the TRA;

As of December 31, 2025, based primarily on historical losses of Intuitive Machines, Inc., management has determined it is more-likely-than-not that the Company will be unable to utilize its deferred tax assets subject to the TRA;

therefore, management applies a full valuation allowance to deferred tax asset for a corresponding liability under the TRA related to the tax savings the Company may realize from the utilization of tax deductions related to basis adjustments created by the transactions in the Business Combination Agreement.

As of December 31, 2024, management does not expect a TRA liability to be recorded.

Subsequent remeasurement of the TRA liability on December 31, 2024, from September 30, 2024, resulted in recognition of other income of $ 0.5 million recognized in other income (expense), net in the consolidated statements of operations.

The TRA is unrecognized.

Due to the fact that the Company's deferred tax assets and corresponding TRA liability are unrecognized, changes to the TRA liability had no impact on the consolidated statements of operations.

Net Operating Loss

As of December 31, 2025, the Company had approximately $ 73.9 million of federal net operating loss carryforwards (“NOL carryforwards”), which do not have an expiration date.

The Company’s deferred tax assets, including these NOL

carryforwards have been reduced by a valuation allowance due to a determination made that it is more likely than not that some or all of the deferred assets will not be realized based on the weight of all available evidence.

The Company’s deferred tax assets, including these NOL carryforwards have been reduced by a valuation allowance due to a determination made that it is more likely than not that some or all of the deferred assets will not be realized based on the weight of all available evidence.

Uncertain Tax Positions

For the periods ending December 31, 2024, and 2023, the Company has no reserves for uncertain tax positions.

The Company filed Form 3115, Application for Change in Accounting Method, with the Internal Revenue Service (“IRS”) to request permission to change from its impermissible method of accounting for launch costs to a permissible method.

The requested change is nonautomatic and as such requires advance consent from the IRS.

On October 18, 2023, the Company received affirmative written consent from the IRS and subsequently reversed the uncertain tax position.

As of December 31, 2025, and 2024, the Company has no reserves for uncertain tax positions.

The Company files income tax returns in the U.S., including federal and various state filings.

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federal tax examinations for years after 2021.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them.

Research and development expenses must be amortized over five years for research performed in the U.S.

and fifteen years for research performed outside the U.S.

Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified.

In 2024, the Company has estimated $ 17.2 million of research and expenditures subject to capitalization and subsequent amortization for federal tax purposes.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

We have assessed the impact of the OBBBA and determined that the impact on our consolidated financial statements is not material.

NOTE 10 - MEZZANINE EQUITY AND EQUITY

Equity Transactions

Share Repurchase

In February 2025, related to the Warrant Redemption (as further discussed in Note 11), Michael Blitzer, a director and warrant holder, agreed to exercise 1,800,000 of the Warrants, and the Company agreed to repurchase 941,080 shares of the Company’s Class A Common Stock for an aggregate purchase price of $ 20.7 million.

Private Placement Transaction

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Equity Facility

On September 16, 2022, the Company entered into the Cantor Purchase Agreement with CFPI relating to an equity facility under which shares of newly issued Class A Common Stock may be sold to CFPI by Intuitive Machines, Inc.

Pursuant to the terms of the Cantor Purchase Agreement, Intuitive Machines, Inc.

had the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18-month period from and after the Commencement (as defined in the Cantor Purchase Agreement), to direct CFPI to purchase up to the lesser of (i) $ 50.0 million of newly issued shares of Class A Common Stock and (ii) the Exchange Cap, by delivering written notice to CFPI prior to the commencement of trading on any trading day, subject to certain customary conditions and limitations set forth in the Cantor Purchase Agreement.

On September 16, 2022, in connection with the Business Combination discussed in Note 1, the Company entered into a common stock purchase agreement (the “Cantor Purchase Agreement” with CF Principal Investments LLC (“CFPI”), relating to an equity facility under which shares of Class A Common Stock may be sold to CFPI at the Company’s discretion, up to the lesser of (i) $ 50.0 million and (ii) the Exchange Cap (as defined in the common stock purchase agreement), subject to certain requirements and limitations.

In connection with the execution of the Cantor Purchase Agreement, the Company agreed to issue 100,000 shares of Class A Common Stock to CFPI.

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Upon any liquidation or deemed liquidation event, the holders of Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of Common Stock or any other junior securities, an amount per share equal to the greater of (i) 100 % of the Accrued Value (as defined in the Certificate of Designation) or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Class A Common Stock immediately prior to the liquidation event.

Each share of Series A Preferred Stock will be convertible at the holder's option into shares of Class A Common Stock at an initial conversion ratio determined by dividing the Accrued Value (as defined in the Certificate of Designation) of such shares of Series A Preferred Stock by the conversion price of $ 12.00 per share subject to adjustment in accordance with the

terms of the Certificate of Designation.

As a result of the Private Placement on September 5, 2023 as discussed above and in accordance with the terms of the Certificate of Designation, the Series A Preferred Stock conversion price was reduced to $ 5.10 per share.

Additionally, as a result of the Warrant Exercise Agreement on January 10, 2024 in conjunction with the warrant transactions discussed in Note 9, the Series A Preferred Stock conversion price was further reduced from $ 5.10 per share to $ 3.00 per share.

Additionally, as a result of the Warrant Exercise Agreement on January 10, 2024 in conjunction with

the warrant transactions discussed in Note 11, the Series A Preferred Stock conversion price was further reduced from $ 5.10 per share to $ 3.00 per share.

In a series of notifications to the Company during February 2024, the registered holder of 21,000 shares of Series A Preferred Stock elected to convert all of its Series A Preferred Stock holdings into Class A Common Stock at a conversion price of $ 3.00 per share.

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Once the Warrants become exercisable, the Company may redeem the outstanding warrants, in whole or in part, at a price of $ 0.01 per warrant upon a minimum of 30 days prior written notice of redemption and if, and only if, the closing price of the Company’s Class A Common Stock equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise pursuant to any anti-dilution adjustments) for any 20 days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

The number of Class

A Common Stock issuable on exercise of each warrant will be increased in proportion to certain increases in outstanding Class A Common Stock including any share capitalization payable, sub-division of shares or other similar events.

During the years ended December 31, 2024 and 2023, Warrants of 431 and 1,402,106 , respectively, were exercised resulting in the issuance of an equal number of shares of Class A Common Stock.

See Note 17 - Subsequent Events for information related to the subsequent exercises and redemption of the outstanding Warrants.

Series A Preferred Warrants

In conjunction with the issuance of Series A Preferred Stock at closing of the Business Combination, the Company issued 541,667 Preferred Investor Warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $ 15.00 , subject to adjustment.

The Company evaluated the terms of the Preferred Investor Warrants and determined they meet the criteria to be classified in shareholders’ upon issuance.

The number of Class A Common Stock issuable on exercise of each warrant will be increased in proportion to certain increases in outstanding Class A Common Stock including any share capitalization payable, sub-division of shares or other similar events.

On February 4, 2025, the Company announced the redemption of all of its outstanding Warrants to purchase shares of the Company’s Class A Common Stock that were issued under the warrant agreement, dated September 21, 2021 (the

“Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and that remained unexercised at 5:00 p.m., New York City time, on March 6, 2025 (the “Redemption Date”) for the redemption price of $ 0.01 per Warrant (the “Warrant Redemption”).

During the period from January 1, 2025 and the Redemption Date, 15,358,229 of the Warrants were exercised resulting in gross proceeds of $ 176.6 million.

As of the Redemption Date, 6,571,724 Warrants remained unexercised and were redeemed for an aggregate redemption price of $ 66 thousand.

Trading of the Warrants on the Nasdaq was suspended prior to the market open on March 6, 2025, and the Warrants were subsequently delisted.

Preferred Investor Warrants

In conjunction with the issuance of Series A Preferred Stock at closing of the Business Combination, the Company issued 541,667 Preferred Investor Warrants (of which, 104,157 are owned by a related party, Ghaffarian Enterprises, LLC) to purchase one share of the Company’s Class A Common Stock with an exercise price of $ 15.00 , subject to adjustment.

The Company evaluated the terms of the Preferred Investor Warrants and determined they meet the criteria to be classified in shareholders’ equity upon issuance.

The Preferred Investor Warrants were immediately exercisable upon issuance and expire five years from the closing of the Business Combination.

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The Preferred Investor Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise.

As result of the Private Placement Transaction on September 5, 2023 discussed in Note 8 and in accordance with the terms of the Certificate of Designation, the Series A Preferred Warrants exercise price was reduced from $ 15.00 to $ 11.50 per share and the aggregate number of shares of Class A Common Stock issuable upon exercise of the Series A Preferred Warrants was proportionally increased to 706,522 .

As result of the Private Placement Transaction on September 5, 2023 discussed in Note 10 and in accordance with the terms of the Certificate of Designation, the Preferred Investor Warrants exercise price was reduced from $ 15.00 to $ 11.50 per share and the aggregate number of shares of Class A Common Stock issuable upon exercise of the Preferred Investor Warrants was proportionally increased to 706,522 .

As of December 31, 2025, there have been no exercises of the Preferred Investor Warrants.

Warrant Exercise Agreement and Warrant Exercises

On January 10, 2024, the Company entered into a Warrant Exercise Agreement with the Armistice Capital Master Fund Ltd (the “Purchaser”) to exercise in full a warrant to purchase up to an aggregate 4,705,883 shares of Class A Common Stock (the “Initial Series B Warrant”).

Warrant Exercise Agreement

On January 10, 2024, the Company entered into a Warrant Exercise Agreement with the Armistice Capital Master Fund Ltd (the “Purchaser”) to exercise in full the Initial Series B Warrant to purchase up to an aggregate 4,705,883 shares of Class A Common Stock.

In consideration for the immediate and full exercise of the Initial Series B Warrant, the existing investor received (i) a new unregistered Series A Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock with an exercise price of $ 2.75 per share and a term of 5.5 years (the “New Series A Warrant”) and (ii) a new unregistered Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock with an exercise price of $ 2.75 per share and a term of 18 months (the “New Series B Warrant”), collectively, (the “New Warrants”), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933.

In connection with the Warrant Exercise Agreement, the Company also agreed to reduce the exercise price of the Initial Series B Warrant from $ 4.75 to $ 2.50 per share and reduced the exercise price of a warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series A Warrant”) from $ 4.75 to $ 2.75 per share.

In connection with the Warrant Exercise Agreement, the Company also agreed to reduce the exercise price of the Initial Series B Warrant from $ 4.75 to $ 2.50 per share and reduced the exercise price of the Initial Series A Warrant to purchase up to 4,705,883 shares of Class A Common Stock from $ 4.75 to $ 2.75 per share.

As a result of the modifications to the 4,705,883 Initial Series A Warrant and the 4,705,883 Initial Series B Warrant, collectively (the “Initial Warrants”), the Company recognized an unfavorable change in fair value of warrant liabilities of $ 1.2 million in the consolidated statement of operations.

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Subsequently, the Purchaser exercised 4,705,883 Initial Series A Warrants, 4,705,883 New Series A Warrants and 4,705,883 New Series B Warrants during the period from February 9, 2024 to February 23, 2024.

As a result, the Company issued 14,117,649 shares of Class A Common Stock and received cash proceeds of approximately $ 38.8 million.

As a result, the Company

issued 14,117,649 shares of Class A Common Stock and received cash proceeds of approximately $ 38.8 million and all of the Initial Warrants and New Warrants have been settled and are no longer outstanding.

The Company recorded a loss on issuance of securities of approximately $ 47.9 million as a result of these warrant exercises.

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The gross proceeds of $ 10.0 million from the Letter Agreement were allocated to the Conversion Warrants resulting in a loss on the transaction of approximately $ 5.5 million recognized as loss on issuance of securities in our consolidated statement of operations.

As of December 31, 2024, the fair value of the Conversion Series A Warrant increased to approximately $ 68.8 million, resulting in a loss of approximately $ 58.8 million recognized as change in fair value of warrant liabilities in our consolidated statement of operations.

During the period from June 5, 2024 to June 7, 2024, the investor exercised 300,000 Conversion Series B Warrants, resulting in the issuance of an equal number of shares of Class A Common Stock, cash proceeds to the Company of $ 0.8 million, and recording a gain on issuance of securities of approximately $ 0.6 million.

As of the exercise dates, the Company recognized an unfavorable change in fair value of the warrant liabilities of $ 0.8 million in our consolidated statement of operations.

During the period from November 21, 2024 to November 29, 2024, the investor exercised the remaining 3,850,780 Conversion Series B Warrants, resulting in the issuance of an equal number of Class A Common Stock, cash proceeds to the Company of $ 9.9 million, and recording a loss on issuance of securities of approximately $ 25.0 million.

As of the exercise dates, the Company recognized an unfavorable change in fair value of the warrant liabilities of $ 16.9 million in our consolidated statement of operations.

During the period from June 5, 2024 to June 7, 2024, the investor exercised 300,000 Conversion Series B Warrants, resulting in the issuance of an equal number of shares of Class A Common Stock.

The Company recorded a gain on issuance of securities of approximately $ 0.6 million as a result of these warrant exercises.

During the period from November 21, 2024 to November 29, 2024, the investor exercised the remaining 3,850,780 Conversion Series B Warrants, resulting in the issuance of an equal number of Class A Common Stock, and recorded a loss on issuance of securities of approximately $ 25.0 million.

During the year ended December 31, 2025, the Company recognized a gain of $ 8.4 million from the change in fair value of the Conversion Series A Warrant liability in our consolidated statement of operations.

During the year ended December 31, 2024, the Company recognized a loss of $ 58.8 million and $ 17.7 million from the change in fair value of the Conversion Series A Warrant liability and Conversion Series B Warrant liability, respectively.

The following table provides the overall warrant activity through December 31, 2025:

Public and Private Warrants Preferred Investor Warrants Series A Warrants Series B Warrants

Balance, December 31, 2022 — — — —

Warrant issuance 23,332,490 541,667 4,705,883 4,705,883

Warrant exercises ( 1,402,106 ) — — —

Adjustment, effects of the Private Placement (Note 10) — 164,855 — —

Balance, December 31, 2023 21,930,384 706,522 4,705,883 4,705,883

Warrant issuance — — 8,856,663 8,856,663

Warrant exercises ( 431 ) — ( 9,411,766 ) ( 13,562,546 )

Balance, December 31, 2024 21,929,953 706,522 4,150,780 —

Warrant issuance — — — —

Warrant exercises ( 15,358,229 ) — — —

Warrant redemptions ( 6,571,724 ) — — —

Balance, December 31, 2025 — 706,522 4,150,780 —

NOTE 12 - SHARE-BASED COMPENSATION AND RETIREMENT BENEFITS

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Each Incentive Unit Option continues to be subject to the terms and conditions of the 2021 Plan and will be exercisable for Class B common units of Intuitive Machines, LLC (the “Class B Common Units”).

When an option is

exercised, the participant will receive new Class A Common Stock.

When an option is exercised, the participant will receive Class A Common Stock.

As a result of the conversions, there was no incremental compensation cost and the terms of the outstanding options, including fair value, vesting conditions and classification, were unchanged.

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557,555 $ 3.65 5.76 $ 7,015

The aggregate intrinsic value of an exercised option represents the difference between the exercise price of the underlying option and the fair value of the Company’s Class A Common Stock at the time of the exercise.

The aggregate intrinsic value at December 31, 2024 represents the difference between the exercise price and the fair value of the Company’s Class A Common Stock as of December 31, 2024 or the last trading day prior to December 31, 2024.

Aggregate intrinsic value represents the difference between the exercise price of the options and the market price of our Class A Common Stock.

The following table provides a summary of weighted-average grant-date fair value of unit options under the 2021 Plan:

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Non-vested as of December 31, 2025

The weighted average grant-date fair value per share of options granted to employees was zero for fiscal years 2024 and 2023.

Following the consummation of the Business Combination, no new awards were granted under the 2021 Plan.

Share-based compensation expense related to options was $ 186 thousand and $ 362 thousand for the years ended December 31, 2025 and 2024, respectively, and was classified in the consolidated statement of operations under general and administrative expense.

As of December 31, 2025, the Company had $ 133 thousand in estimated unrecognized share-based compensation costs related to outstanding unit options that is expected to be recognized over a weighted average period of 1.56 years.

Following the consummation of the Business Combination, no new awards will be granted under the 2021 Plan.

Intuitive Machines, Inc.

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Under the 2023 Plan, a maximu m of 12,706,811 sh ares of Class A Common Stock are authorized to be issued.

As of December 31, 2024, the Company has issued restricted stock units (“RSUs”) and performance stock units (“PSUs”) as outlined in the following disclosure.

As of December 31, 2025, the Company has issued restricted stock units (“RSUs”) and performance stock units (“PSUs”) as outlined in the following disclosures.

No other awards have been granted under the 2023 Plan.

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Restricted Stock Units and Performance Stock Units

Pursuant to the 2023 Plan, the Company grants RSUs with time-based vesting requirements which typically vests over one to four years and PSUs with target performance-based vesting requirements based on continuous service.

Pursuant to the 2023 Plan, the Company grants RSUs with time-based vesting requirements which typically vest over one to four years and PSUs with target performance-based vesting requirements based on continuous service.

The fair value of RSUs and PSUs are based on the Company’s closing stock price on the date of grant.

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Balance as of December 31, 2025 2,752,419 $ 7.58

(1) PSU grants of 919,007 were included at the 100% attainment level which were based on several performance goals related to our mission which successfully completed in February 2024 of which all 919,007 PSU grants fully vested in April 11, 2024.

(2) PSU grants of 53,333 were included at the 100% attainment level which are based on two performance goals related to the Company’s financial management plan.

(1) Includes PSUs of 53,333 granted in October 2024 at the 100% attainment level which are based on two performance goals related to the Company’s financial management plan.

Each goal has a performance multiplier of 50 % and must be attained by September 1, 2025.

In April 2025, the performance goals were attained and all 53,333 PSU grants fully vested.

The weighted average grant-date fair value per share of RSUs and PSUs granted to employees was $ 16.95 and $ 3.70 for fiscal years 2025 and 2024, respectively.

Share-based compensation expense related to RSUs was $ 8.1 million and $ 5.1 million, for years ended December 31, 2025 and 2024, respectively.

Share-based compensation expense related to PSUs was $ 3.3 million and zero for years ended December 31, 2024 and 2023, respectively.

Share-based compensation expense related to PSUs was $ 0.3 million and $ 3.3 million, for years ended December 31, 2025 and 2024, respectively.

Share-based compensation expense for RSUs and PSUs are classified in the consolidated statement of operations under general and administrative expense.

As of December 31, 2024, the estimated unrecognized share-based compensation costs related to unvested RSUs and PSUs were $ 10.3 million and $ 0.3 million, respectively, and is expected to be recognized over a weighted average period of 2.69 years and 0.67 years, respectively.

As of December 31, 2025, the estimated unrecognized share-based compensation costs related to unvested RSUs was $ 15.1 million that is expected to be recognized over a weighted average period of 2.54 years.

In April 2025, the remaining PSUs were fully vested and hence the Company has no estimated unrecognized share-based compensation costs related to unvested PSUs.

Defined Contribution Retirement Plan

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Measurement Total Level 1 Level 2 Level 3

Earn-out liabilities Recurring $ 134,156 $ — $ — $ 134,156

Warrant liabilities - Series A Recurring 60,394 — — 60,394

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Warrant liabilities 60,394 — — 60,394

Contingent consideration liabilities

Recurring 5,353 — — 5,353

Total liabilities measured at fair value $ 65,747 $ — $ — $ 65,747

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The following table provides a roll-forward of the Company’s Level 3 liabilities (in thousands):

Earn-out liabilities Warrant liabilities - Series A Warrant liabilities - Series B Total Warrant liabilities SAFE Agreement liabilities

Earn-out liabilities Warrant liabilities

Series A Warrant liabilities

Series B Total Warrant liabilities Contingent consideration liabilities

Balance, December 31, 2023 14,032 8,612 2,682 11,294 —

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Earn-out Liabilities

The fair value of the earn-out liabilities was estimated using a Monte Carlo simulation approach that modeled the triggering events including the simulated stock price of the Company over the maturity dates.

As of December 31, 2024, the significant assumptions utilized in estimating the fair value of the earn-out liabilities include:

(i) Intuitive Machines stock price of $ 18.16 ;

(ii) a dividend yield of 0.0 %;

(iii) a risk-free rate of 4.19 %;

and (iv) expected volatility of 85 %.

As of , the significant assumptions utilized in estimating the fair value of the earn-out liabilities include:

(i) Intuitive Machines stock price of $ 2.56 ;

(ii) a dividend yield of 0.0 %;

(iii) a risk-free rate of 3.84 %;

and (iv) expected volatility of 105 %.

As a result of the Business Combination, certain Intuitive Machines, LLC members received 10,000,000 earn out units of Intuitive Machines, LLC (“Earn Out Units”) subject to certain triggering events.

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of a per-share price equal to the par value per share of the Class C Common Stock.

Under the earn out agreement, Earn Out Units of 2,500,000 vested for the year ended December 31, 2023.

For the year ended December 31, 2024, there were no vestings of Earn Out Units.

See Note 17 for information related to subsequent earn out events.

Under the earn out agreement, Earn Out Units of 2,500,000 vested for the year ended December 31, 2023, and the remaining 7,500,000 Earn Out Units vested during the year ended December 31, 2025.

Warrant Liabilities

Initial Warrants

Pursuant to the Warrant Exercise Agreement on January 10, 2024 (as further described in Note 9 and discussed below), the terms of the Initial Warrants were modified, and the Initial Series B Warrant was exercised in full and converted to equity.

The pre-modification fair value of the Initial Warrant liabilities was estimated using a Black-Scholes-Merton model.

The significant assumptions utilized in estimating the pre-modification fair value of the Series A Warrant liabilities include:

Conversion Warrants

Pursuant to the Letter Agreement and the issuance of warrants on January 29, 2024 as described further in Notes 8 and 11, the fair values of the Conversion Series A Warrant and the Conversion Series B Warrant liabilities were estimated at $ 10.0 million and $ 5.1 million, respectively, utilizing the Black-Scholes-Merton model.

The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 3.05 ;

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and (iv) expected volatility of 102 %.

The significant assumptions utilized in estimating the pre-modification fair value of the

Series B Warrant liabilities include:

The significant assumptions utilized in estimating the fair value of the Conversion Series B Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 3.05 ;

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and (iv) expected volatility of 76 %.

During February 2024, the investor also fully exercised and converted to equity the Initial Series A Warrant.

Refer to Note 9 for more information on the warrant exercises.

Pursuant to the Warrant Exercise Agreement on January 10, 2024 as described further in Note 9, the fair values of the New Series A Warrant and the New Series B Warrant liabilities were estimated at $ 10.8 million and $ 5.7 million, respectively, utilizing the Black-Scholes-Merton model.

The significant assumptions utilized in estimating the fair value of the New Series A Warrant liabilities include:

The fair value of the Conversion Series A Warrant liabilities as of December 31, 2025 was estimated using a Black-Scholes-Merton model.

The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 16.23 ;

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and (iv) expected volatility of 104 %.

The significant assumptions utilized in estimating the fair value of the New Series B Warrant liabilities include:

During June 2024 and November 2024, the investor fully exercised and converted to equity the Conversion Series B Warrants.

As of December 31, 2025, the Conversion Series A Warrants remain outstanding.

Refer to Note 11 for more information on the Conversion Warrants.

Initial Warrants

Pursuant to the Warrant Exercise Agreement on January 10, 2024 (as further described in Note 11 and discussed below), the terms of the Initial Warrants were modified, and the Initial Series B Warrant was exercised in full and converted to equity.

The pre-modification fair value of the Initial Warrant liabilities was estimated using a Black-Scholes-Merton model.

The significant assumptions utilized in estimating the pre-modification fair value of the Series A Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 2.83 ;

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and (iv) expected volatility of 104 %.

During February 2024, the investor fully exercised and converted to equity the New Warrants.

Refer to Note 9 for more information on the warrant exercises.

Conversion Warrants

Pursuant to the Letter Agreement and the issuance of warrants on January 29, 2024 as described further in Notes 6 and 9, the fair values of the Conversion Series A Warrant and the Conversion Series B Warrant liabilities were estimated at $ 10.0 million and $ 5.1 million, respectively, utilizing the Black-Scholes-Merton model.

The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include:

The significant assumptions utilized in estimating the pre-modification fair value of the Series B Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 2.83 ;

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and (iv) expected volatility of 85 %.

The significant assumptions utilized in estimating the fair value of the Conversion Series B Warrant liabilities include:

During February 2024, the investor also fully exercised and converted to equity the Initial Series A Warrant.

Refer to Note 11 for more information on the warrant exercises.

Pursuant to the Warrant Exercise Agreement on January 10, 2024 as described further in Note 11, the fair values of the New Series A Warrant and the New Series B Warrant liabilities were estimated at $ 10.8 million and $ 5.7 million, respectively, utilizing the Black-Scholes-Merton model.

The significant assumptions utilized in estimating the fair value of the New Series A Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 2.83 ;

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and (iv) expected volatility of 105 %.

The fair value of the Conversion Series A Warrant liabilities as of December 31, 2024 was estimated using a Black-Scholes-Merton model.

The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include:

The significant assumptions utilized in estimating the fair value of the New Series B Warrant liabilities include:

(i) a per share price of the Class A Common Stock of $ 2.83 ;

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and (iv) expected volatility of 83 %.

During June 2024 and November 2024, the investor fully exercised and converted to equity the Conversion Series B Warrants.

During February 2024, the investor fully exercised and converted to equity the New Warrants.

Refer to Note 11 for more information on the warrant exercises.

SAFE Agreements

Prior to the Business Combination described in Note 1 , the fair value of the SAFE Agreements under the equity financing scenario were estimated using a Monte Carlo simulation approach.

The fair value of the SAFE Agreements under the liquidity event and dissolution event scenarios were estimated based on the present value of the purchase amount.

The unobservable inputs used in the fair value measurement of the Company’s SAFE Agreements are the probabilities of future scenarios, volatility, discount rate and risk-free rate.

As of December 31, 2022, the probability of an equity financing was 0 % , the probability of a liquidity event was 95 % and the probability of a dissolution event was 5 % .

The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount.

The present value factors are estimated based on a 16.4 % discount rate based on venture capital rates of return for December 31, 2022.

The periods in which the scenarios are expected to occur for the liquidity event and dissolution events are 0.25 year and 1 year, respectively, as of December 31, 2022.

In conjunction with the closing of the Business Combination on February 13, 2023 (as further discussed in Note 1), the SAFE Agreements liability was eliminated and converted into shares of our Class A Common Stock.

T he fair value of the SAFE Agreements was estimated at $ 20.7 million using the 2,066,667 shares of Class A Common Stock issued to the SAFE investors at the Closing Date at the issuance price of $ 10.00 per share.

NOTE 12 - NET INCOME (LOSS) PER SHARE

Basic net income (loss) p er share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders for the year ended December 31, 2024, and the period from February 13, 2023, or the Closing Date, to December 31, 2023 December 31, 2024 by the weighted-average number of shares of Class A common stock outstanding for the same periods.

Diluted net income per share of Class A common stock includes additional weighted average common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for the Series A Preferred Stock and the treasury method for our RSUs, PSUs, options, and warrants.

Contingent Consideration Liability

On October 1, 2025 and in connection with the purchase consideration related to our recent acquisition of KinetX, approximately 329,827 shares of Class A Common Stock was held back in escrow to fund post-closing adjustments, in the amount of $ 3.5 million, based on the acquisition date closing stock price of $ 10.61 , and recorded as a contingent consideration liability in our consolidated balance sheets.

The fair value of the contingent consideration liability as of December 31, 2025 was estimated based on our Class A Common Stock closing stock price of $ 16.23 .

See Note 3 - Acquisitions for additional information on the acquisition of KinetX,

NOTE 14 - NET LOSS PER SHARE

Basic net income (loss) p er share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders for the years ended December 31, 2025 and 2024 by the weighted-average number of shares of Class A common stock outstanding for the same periods.

Diluted net income per share of Class A common stock includes additional weighted average common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for the Series A Preferred Stock and Convertible Notes, and the treasury method for our RSUs, PSUs, options, and warrants.

During loss periods, diluted net loss per share for all periods presented is the same as basic net loss per share as the inclusion of the potentially issuable shares would be anti-dilutive.

The Capped Call transactions entered into in connection with the Convertible Notes (as discussed in Note 8) are excluded from diluted net income (loss) per share calculations as they are designed to reduce potential dilution and are currently anti-dilutive.

The following table presents the computation of the basic and diluted income (loss) per share of Class A Common Stock (in thousands, except share data):

Year Ended December 31,

Net income (loss) (post Business Combination) $ ( 346,922 ) $ 16,621

Net loss $ ( 106,846 ) $ ( 346,922 )

Net loss attributable to redeemable noncontrolling interest ( 25,059 ) ( 67,004 )

Net income attributable to noncontrolling interest 1,507 3,495

Net income (loss) attributable to the Company ( 283,413 ) 61,762

Net loss attributable to the Company ( 83,294 ) ( 283,413 )

Cumulative preferred dividends ( 616 ) ( 896 )

Net income (loss) attributable to the Company $ ( 284,309 ) $ 59,419

Basic weighted-average shares of Class A common stock outstanding 61,410,250 17,648,050

RSUs and Options — 1,112,364

Series A Preferred Stock — 3,719,506

Warrants — 3,084,393

Diluted weighted-average shares of Class A common stock outstanding 61,410,250 25,564,313

Net income (loss) per share of Class A common stock - basic $ ( 4.63 ) $ 3.37

Net income (loss) per share of Class A common stock - diluted $ ( 4.63 ) $ 2.42

Net loss attributable to Class A common shareholders $ ( 83,910 ) $ ( 284,309 )

Basic and diluted weighted-average shares of Class A common stock outstanding 115,426,620 61,410,250

Net loss per share of Class A common stock - basic and diluted $ ( 0.73 ) $ ( 4.63 )

The following table presents potentially dilutive securities, as of the end of the periods, excluded from the computation of diluted net income (loss) per share of Class A Common Stock as their effect would be anti-dilutive, their exercise price was out-of-the-money, or because of unsatisfied contingent issuance conditions.

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Series A Preferred Stock (2)

2,091,854 1,893,830

Warrants ( publicly issued ), Initial Warrants, Conversion Warrants, and Series A Preferred Warrants (1)(4)

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Earn Out Units (3)

7,500,000 7,500,000

(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

(2) Represents number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive.

(3) Represents number of Earn Out Units outstanding at the end of the period that were excluded due to unsatisfied contingent issuance conditions.

See the subsequent disclosure on the Earn Out Units below.

(4) Options and warrants with exercises prices greater than the average market price of our Class A common stock are excluded from the computation of diluted net income (loss) per share because they are out-of-the-money.

The out-of-the-money instruments included in the table above were as follows:

options of 0 and 261,432 for the year ended December 31, 2024 and 2023, respectively, and warrants of 22,636,485 and 32,048,682 for the year ended December 31, 2024 and 2023, respectively.

See Note 17 - Subsequent Events for additional information related to changes to our capital structure during the first quarter of 2025 resulting from 15,358,229 of Class A Common Stock issued for Warrants exercised, redemption of 6,571,724 outstanding Warrants, 941,080 repurchase of our Class A Common Stock, and 7,500,000 of Class C Common Stock issued in connection with vested Earn Out Units.

Escrow Shares (5)

Convertible Notes (2)

(1) Represents the number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

The number of RSUs outstanding at the year ended December 31, 2025 consists of 2,752,419 unvested RSUs and 189,312 vested RSUs with elected deferrals of the issuance of Class A common stock.

(2) Represents the number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive.

For the year ended December 31, 2025, the Convertible Notes (if-converted) included in the table above that were out-of-the-money totaled 26,310,770 .

(3) Represents the number of Earn Out Units outstanding at the end of the period that were excluded due to unsatisfied contingent issuance conditions.

(4) Options and warrants with exercises prices greater than the average market price of our Class A common stock would be excluded from the computation of diluted net income per share because they are out-of-the-money.

There was no out-of-the-money Options included in the table above for the years ended December 31, 2025 and 2024.

The out-of-the-money warrants included in the table above was none for the year ended December 31, 2025, and 22,636,485 for the year ended December 31, 2024.

(5) Represents the number of escrow shares outstanding at the end of the period due to unsatisfied contingent issuance conditions and were determined to be anti-dilutive.

During the first quarter of 2026, we issued 24,509,191 shares of Class A Common Stock related to the acquisition of Lanteris and 11,574,069 shares of Class A Common Stock in a private sale pursuant to the Securities Purchase Agreement.

See Notes 2 and 19 for additional information on these transactions.

NOTE 15 - COMMITMENTS AND CONTINGENCIES

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The Company bases any accrual for losses on a variety of factors, including informal settlement discussions.

As of December 31, 2024, the aggregate amount accrued was approximately $ 2.1 million.

The amounts accrued as of December 31, 2023 for legal matters were not material.

For matters for which no accrual has currently been made or for potential losses in excess of amounts accrued, the Company currently believes, based on its internal investigations, that any losses that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows.

As of December 31, 2025 and 2024, the aggregate amount accrued on our consolidated balance sheets was approximately $ 2.1 million and represents management’s best estimate of probable losses.

For matters for which no accrual has currently been made or for potential losses in excess of amounts accrued, the Company currently believes, based on management’s assessment, that any losses that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows.

However, the ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty.

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The Company has filed its answer to the complaint and asserted counterclaims against the Plaintiff and third-party claims against certain entities affiliated with the Plaintiff.

Also, on January 24, 2025, Kingstown 1740 Fund L.P.

January 24, 2025, Kingstown 1740 Fund L.P.

and Kingstown Capital Partners LLC (together, “Kingstown”) moved to intervene, seeking to file a complaint in intervention against Starlight.

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In connection with the intervention, the Company has agreed to pay Kingstown’s legal fees.

We believe that we have meritorious defenses and claims against the Plaintiff and its affiliates, and we intend to vigorously defend the litigation.

In February 2026, the Company and Plaintiff filed motions for summary judgment.

The court granted parties leave to move for summary judgment.

The Company has not recorded an accrual related to this matter because a loss is not considered probable or reasonably estimable at this time.

Purchase Commitments

From time-to-time, we enter into long-term commitments with vendors to purchase launch services and for the development of certain components in conjunction with our obligations under revenue contracts with our customers.

As of December 31, 2024, we had remaining purchase obligations under non-cancelable commitments with ten vendors totaling $ 97.1 million of which approximately $ 39.0 million due in 2025, $ 37.8 million due in 2026, and the remaining $ 20.3 million due in 2027.

Our aggregate purchases under these commitments totaled approximately $ 15.2 million and $ 51.6 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, we had remaining purchase obligations under non-cancelable commitments with various vendors totaling $ 58.1 million of which approximately $ 38.5 million due in 2026, and the remaining $ 19.6 million due in 2027.

NOTE 16 - RELATED PARTY TRANSACTIONS

Intuitive Machines, IX LLC and Space Network Solutions, LLC have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements.

Axiom Space, Inc.

The Company recognized revenue from Axiom Space, Inc.

(“Axiom”) related to space infrastructure development activities of $ 50 thousand and $ 153 thousand for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, there were no affiliate accounts receivable related to Axiom.

Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is a co-founder, CEO, and Executive Chairman of Axiom.

Revenue related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms.

IBX, LLC and PTX, LLC

The Company incurred expenses with IBX, LLC and PTX, LLC (“IBX/PTX”) of $ 54 thousand and $ 1.5 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, there was approximately zero million and $ 2.7 million, respectively, of affiliate accounts payable related to IBX/PTX expenses.

IBX/PTX is an innovation and investment firm committed to advancing the state of humanity and human knowledge.

We rely on IBX/PTX for the provision of management and professional services in the day-to-day operation of our business.

These expenses include, among others, fees for the provision of administrative, accounting and legal services.

As such, expenses incurred in relation to IBX/PTX are incurred in the normal course of business and amounts are settled under normal business terms.

Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is a co-founder and current member of management of IBX/PTX.

On November 12, 2020, KBR, Inc.

(“KBR”), a U.S.-based firm operating in the science, technology and engineering industries, made an initial investment in our operating subsidiary, Space Network Solutions (“SNS”) resulting in a 10 % ownership by KBR of Space Network Solutions as of the date of such investment.

(“KBR”), a U.S.-based firm operating in the science, technology and engineering industries holds approximately 10 % of the equity of Space Network Solutions, LLC (“SNS”), one of our operating subsidiaries.

The Company recognized affiliate revenue from KBR related to engineering services of $ 1.8 million and $ 2.1 million for the years ended December 31, 2025 and 2024, respectively.

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In addition, SNS incurred cost of revenue with KBR related to the OMES III contract of $ 21.7 million and $ 34.9 million for years ended December 31, 2025 and 2024, respectively.

See Note 15 for more information on the OMES III contract with KBR.

Revenue related to KBR are incurred in the normal course of business and amounts are settled under normal business terms.

As of December 31, 2025 and 2024, there was $ 1.6 million and $ 2.5 million, respectively, of affiliate accounts payable related to cost of revenue with KBR.

See Note 17 - Variable Interest Entities for more information on the OMES III contract with KBR.

Revenue and expenses related to KBR are incurred in the normal course of business and amounts are settled under normal business terms.

The Company recognized revenue from ASES related to engineering services of $ 1.0 million and $ 0.7 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, there was $ 0.1 million of affiliate accounts receivable related to ASES revenue.

As of December 31, 2025 and 2024, there was $ 0.2 million and $ 0.1 million, respectively of affiliate accounts receivable related to ASES revenue.

ASES is a joint venture between Aerodyne Industries, LLC and KBR.

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Revenue related to ASES are incurred in the normal course of business and amounts are settled under normal business terms.

In addition, SNS incurred cost of revenue with Aerodyne related to the OMES III contract of $ 2.1 million for the year ended December 31, 2025 and none for the year ended December 31, 2024.

As of December 31, 2025, there was approximately $ 0.1 million of affiliate accounts payable related to cost of revenue with Aerodyne.

See Note 15 - Variable Interest Entities for more information on the OMES III contract.

Revenue and expenses related to ASES are incurred in the normal course of business and amounts are settled under normal business terms.

X-energy, LLC

The Company incurred expenses with X-energy, LLC (“X-energy”) of $ 0.3 million for the year ended December 31, 2024 and incurred no expenses for the year ended December 31, 2023.

The Company incurred expenses with X-energy, LLC (“X-energy”) of $ 0.6 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, there was no affiliate accounts payable related to X-energy expenses.

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Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is the Executive Chairman of X-Energy Reactor Company, LLC, which is the parent company of X-Energy.

IBX, LLC and PTX, LLC

From time to time, the Company may incur expenses with IBX, LLC and PTX, LLC (“IBX/PTX”) for the provision of management and professional services in the day-to-day operation of our business.

These expenses include, among others, fees for the provision of administrative, accounting and legal services.

As such, expenses incurred in relation to IBX/PTX are incurred in the normal course of business and amounts are settled under normal business terms.

IBX/PTX is an innovation and investment firm committed to advancing the state of humanity and human knowledge.

Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is a co-founder and current member of management of IBX/PTX.

The Company incurred expenses with IBX, LLC and PTX, LLC (“IBX/PTX”) of $ 26 thousand and $ 54 thousand for the years ended December 31, 2025 and 2024, respectively.

There was $ 26 thousand affiliate accounts payable related to IBX/PTX expenses as of December 31, 2025 and none as of December 31, 2024.

Axiom Space, Inc.

The Company recognized revenue from Axiom Space, Inc.

(“Axiom”) related to space infrastructure development activities of $ 300 thousand and $ 50 thousand for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, there was no affiliate accounts receivable related to Axiom.

Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is a co-founder, CEO, and Executive Chairman of Axiom.

Revenue related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms.

NOTE 17 - VARIABLE INTEREST ENTITIES

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federal government.

Under the terms of the Amended Space Network Solutions limited liability company agreement, we hold a 90 % interest in the Space Network Solutions and KBR hold a 10 % interest.

Under the terms of the Amended Space Network Solutions limited liability company agreement, we hold a 90 % interest in the Space Network Solutions and KBR holds a 10 % interest.

Space Network Solutions is a VIE and Intuitive Machines is the primary beneficiary.

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The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X-energy, a nuclear reactor and fuel design engineering company, developing high-temperature gas cooled nuclear reactors and fuel to power them.

We hold a 51 % interest in the IX LLC JV and X-energy holds a 49 % interest.

We hold a 51 % interest in the X LLC JV and X-energy holds a 49 % interest.

Kamal Ghaffarian is also the co-founder and current member of management of X-energy.

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2025 2024 2025 2024

Revenue $ 145,033 $ 12,502 $ 980 $ 4,290

Service revenue $ 73,120 $ 145,033 $ 1,959 $ 980

Operating expenses:

Cost of revenue (excluding depreciation) 138,349 11,997 980 4,290

General and administrative expense (excluding depreciation) 345 259 — —

Cost of revenue (excluding depreciation and amortization) 69,978 138,349 1,959 980

General and administrative expense (excluding depreciation and amortization) 300 345 — —

Total operating expenses 70,278 138,694 1,959 980

Operating income 2,842 6,339 — —

Other income, net 2 — — —

Net income $ 2,844 $ 6,339 $ — $ —

NOTE 18 - SEGMENT INFORMATION

The Company operates in one operating segment and one reportable segment underpinned by three core pillars (delivery services, data transmission services, and infrastructure as a service) that have similar capabilities, customers, and economic characteristics.

The Company operates in one operating segment and one reportable segment underpinned by our operating model organized around three integrated capabilities, Build-Connect-Operate that have similar customers.

The Company’s chief operating decision-maker (“CODM”) is our chief executive officer.

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We geographically disaggregate our revenues based on the customer’s country of domicile.

Substantially all of our revenues are derived from customers in the U.S., and our revenues from foreign customers were not material for the years ended December 31, 2024 and 2023.

Most of our revenues are derived from customers in the U.S., and our revenues from foreign customers was 5 % of total revenues for the year ended December 31, 2025, and was not material for the year ended

December 31, 2024.

Refer to Note 2 for information regarding our major customer and Note 4 for further information on revenues.

The following presents the significant financial information with respect to the Company’s reportable segment for the years ended December 31, 2024 and 2023 (in thousands):

The following presents the significant financial information with respect to the Company’s one reportable segment (in thousands):

Year Ended December 31,

Revenue $ 210,059 $ 228,000

Cost of revenue (excluding depreciation) (1)

Cost of revenue (excluding depreciation and amortization) (1)

201,069 225,231

Depreciation 1,859 1,376

Depreciation and amortization 3,597 1,859

Impairment of property and equipment — 5,044

General and administrative expense (excluding depreciation):

General and administrative expense (excluding depreciation and amortization):

Sales and marketing expense (2)

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76,812 50,140

Total general and administrative expense (excluding depreciation) 53,262 34,337

Total general and administrative expense (excluding depreciation and amortization) 92,624 53,262

Operating loss ( 87,231 ) ( 57,396 )

Interest income (expense), net 180 ( 823 )

Interest income 15,272 272

Interest expense ( 4,177 ) ( 92 )

Change in fair value of earn-out liabilities ( 33,369 ) ( 120,124 )

Change in fair value of warrant liabilities 8,384 ( 77,651 )

Change in fair value of SAFE Agreements — ( 2,353 )

Change in fair value of contingent consideration liabilities ( 1,854 ) —

Loss on issuance of securities — ( 93,136 )

Other income (expense), net 1,242 ( 483 )

Other income, net 91 1,242

Income tax expense ( 3,962 ) ( 37 )

Net income (loss) ( 346,922 ) 10,140

Net loss $ ( 106,846 ) $ ( 346,922 )

(1) Cost of revenue consists primarily of direct material and labor costs, launch costs, manufacturing overhead, freight expense, and other personnel-related expenses, which include employee compensation and benefits and stock-based compensation expense.

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NOTE 19 - SUBSEQUENT EVENTS

Warrant Redemption

On February 4, 2025, the Company announced the redemption of all of its outstanding warrants (the Public Warrants and Private Warrants as defined in Note 9, collectively the “Warrants”) to purchase shares of the Company’s Class A Common Stock that were issued under the warrant agreement, dated September 21, 2021 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and that remained unexercised at 5:00 p.m., New York City time, on March 6, 2025 (the “Redemption Date”) for the redemption price of $ 0.01 per Warrant.

During the period from January 1, 2025 to March 6, 2025, 15,358,229 of the Warrants were exercised resulting in gross proceeds of $ 176.6 million.

On the Redemption Date, a total of 6,571,724 Warrants remained unexercised as of 5:00 p.m.

New York City time, and the Company redeemed those Warrants for an aggregate redemption price of $ 66 thousand.

As such, the Warrants ceased trading on the Nasdaq and were delisted, with the suspension of trading effective before the market opened on March 6, 2025.

In connection with the Warrant Redemption, Michael Blitzer, a director and warrant holder, agreed to exercise 1,800,000 of the Warrants, and the Company agreed to repurchase 941,080 shares of the Company’s Class A Common Stock for an aggregate purchase price of $ 20.7 million.

Earn Out Units

On February 4, 2025, the Company issued an aggregate of 7,500,000 shares of Intuitive Machines’ Class C Common Stock in connection with meeting the conditions of the following milestones, Triggering Events II-A and III (as defined in Note 2), resulting in the vesting of Earn Out Units of 5,000,000 and 2,500,000 , respectively.

Refer to Note 2 for additional information on the Earn Out Units.

Loan Agreement

O n March 4, 2025, we entered into a loan and security agreement (the “Loan Agreement”) with Stifel Bank.

The Loan Agreement provides for a secured revolving credit facility in an aggregate principal amount of up to $ 40.0 million (the “Revolving Facility”).

Amounts outstanding under the Revolving Facility will bear interest at a rate per annum equal to the greater of (a) Term SOFR (secured overnight financing rate) plus 2.75 % and (b) 6.00 % .

The Loan Agreement matures on April 30, 2027 (the “Maturity Date”).

Subject to certain conditions in the Loan Agreement, amounts borrowed thereunder may be repaid and reborrowed at any time prior to the Maturity Date.

As of the date of this filing, the revolving credit facility remains unborrowed .

Purchase Agreement - Lanteris Space Holdings LLC

On January 13, 2026, the Company completed the acquisition of 100 % of the issued and outstanding membership interests of Lanteris, pursuant to a Membership Interest Purchase Agreement with Vantor Holdings Inc.

The aggregate consideration transferred at closing was approximately $ 705.8 million consisting of $ 403.3 million in cash and 22,991,028 shares of the Company’s Class A Common Stock valued at $ 283.7 million.

In addition, the Company issued approximately 1,518,163 shares of Class A Common Stock valued at $ 18.7 million for retention and transaction bonuses.

Lanteris is a spacecraft manufacturer serving national security, commercial and civil customers.

The acquisition expands the Company’s spacecraft manufacturing and space systems capabilities.

The acquisition will be accounted for as a business combination in accordance with ASC 805, Business Combinations .

As of the date of this filing, the initial accounting for the acquisition is incomplete because the Company has not yet completed

the valuation of the assets acquired and liabilities assumed.

The Company is continuing to gather the information necessary to complete the purchase accounting and to provide additional required disclosures, including unaudited pro forma financial information, in future filings.

The operating results of Lanteris will be included in the Company’s consolidated financial statements beginning in the first quarter of 2026.

Stifel Bank - Waiver of Loan Security Agreement

On January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the Loan Agreement pursuant to which Stifel Bank consented to the acquisition of Lanteris while halting any borrowing and covenant obligations by the Company under the Revolving Facility.

See Note 8 - Debt for more information on the Loan Agreement and Revolving Facility.

Securities Purchase Agreement

On February 27, 2026 the Company completed the issuance and sale of 11,574,069 shares of Class A Common Stock at a price of $ 15.12 per share for an aggregate purchase price of $ 175.0 million to certain Investors pursuant to the terms of the Securities Purchase Agreement.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data