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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-25 · 41 added, 38 removed, 164 unchanged (33% of the section changed)

3 unchanged sentences

As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024 .

Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025 at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025 .

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Limitations on the Effectiveness of Controls

3 unchanged sentences

Changes in Internal Control over Financial Reporting

We assessed, with the participation of our Chief Executive Officer and Chief Financial Officer, any change in our internal control over financial reporting as of the end of the fiscal quarter covered by this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2025, management identified and remediated material weaknesses of internal controls over financial reporting related to (i) evidence of management review controls for certain time and materials and firm fixed price revenue contracts, primarily related to the review of customer invoices and project cost estimates;

and (ii) controls over our procure-to-pay process primarily related to improper access and segregation of duties within our financial applications, undue reliance placed on a third party system used for purchase order requisitions and approvals, and lack of independent review and approval controls for changes to vendor master files and vendor invoice postings.

No misstatement arose as a result of these deficiencies.

Except for the foregoing, there was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

1 unchanged sentence

During the three months ended December 31, 2025, certain of our officers or directors listed below adopted or terminated trading arrangements for the purchase or sale of shares of our Class A Common Stock in amounts and prices determined in accordance with a formula set forth in each such plan:

Name Title Date Entered Date Expires Shares

Stephen Altemus Chief Executive Officer, President and Director December 18, 2024 March 24, 2026 the sale of up to 3,000,000 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Peter McGrath Chief Financial Officer and Senior Vice President December 12, 2024 December 10, 2025 the sale of up to 134,668 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Annachiara Jones General Counsel and Corporate Secretary December 13, 2024 December 12, 2025 the sale of up to 41,536 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Kamal Ghaffarian Chairman of the Board December 18, 2024 October 3, 2025 the sale of up to 1,690,706 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Michael Blitzer Director December 16, 2024 March 24, 2026 the sale of up to 500,000 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Change of Control Agreements

On March 21, 2025, all executive officers of the Company entered into Severance and Change of Control Agreements with the Company.

The term of each agreement is two years.

Following the initial term, the Agreements continue for successive one-year terms unless canceled by either the Company or the applicable executive officer within 30 days.

The severance benefits amounts without a “change of control” under the Severance and Change of Control Agreements only apply to our named executive officers and our SVP of Space Services.

Severance benefits (without a “change of control” as defined in the Severance and Change of Control Agreements ) for the executives other than the CEO is an amount equal to the sum of .75 times the executive’s base salary and executive’s target annual bonus.

In addition, the executive will receive a prorated the target bonus in the year of termination.

Additionally, the executive is entitled to (i) COBRA for three months;

(ii) outplacement services for 12 months;

(iii) pay out of vacation and (iv) the vesting of equity as follows:

(a) all time based equity will vest;

(b) performance based equity will vest at 50% at target and (c) vested options will have 90 days for exercise.

The severance benefit provided under the CEO’s executive severance agreement is the same as for other executives, except that the CEO is eligible to receive 1.5 times his base salary and target bonus.

The severance benefits under the executive Severance and Change of Control Agreements are triggered upon the applicable executive’s involuntary termination of employment by the Company without “cause” (as defined in the applicable executive Severance and Change of Control Agreements) at any time outside of the 24-month period following a “change of control” (as defined in the applicable executive Severance and Change of Control Agreements).

If a “change of control” is triggered during the applicable 24-month period change of control severance benefits are applicable for all other executives other than the CEO in an amount equal to the sum of 1.5 times (NEOs and SVP Space Services) or 1.0 (other executives) the executive’s base salary and executive’s target annual bonus.

In addition, the executive will receive a prorated the target bonus in the year of termination.

Additionally, each executive is entitled to (i )COBRA for 18 months (NEOs and SVP Space Services) or 12 months (other executives);

(ii) outplacement services for 12 months;

(ii) pay out of vacation and (iv) the vesting of equity as follows:

(a) all time based equity will vest;

(b) performance based equity will vest at target and (c) vested options will have 90 days for exercise.

The change of control severance benefit provided under the CEO’s executive severance agreement is the same as for other executives, except that the CEO is eligible to receive 2.0 times his base salary and target bonus and COBRA for 24 months.

The severance benefits under the executive Severance and Change of Control Agreements are triggered upon the applicable executive’s

involuntary termination of employment by the Company without “cause” (as defined in the applicable executive Severance and Change of Control Agreements) at any during the 24-month period following a “change of control”.

The benefits described above are not payable in the event of the applicable executive’s termination for cause or a resignation by the executive without “good reason” (as defined in the applicable executive Severance and Change of Control Agreements).

In the case of death or disability, only the accrued payment amount (as defined in the applicable executive Severance and Change of Control Agreements).

Duration of Plan

Name Title Action Date of Action Start Date End Date Shares

Kamal Ghaffarian Chairman of the Board Adopted 12/4/2025 3/24/2026

or until all securities under the plan have been sold

The potential sale of up to 1,986,732 shares of Class A Common Stock, subject to pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Michael Blitzer Director Terminated 11/12/2025 (1) (1) (1)

(1) On November 12, 2025, Michael Blitzer, a member of our Board, terminated a Rule 10b5-1 plan which was adopted on December 16, 2024.

The terminated trading plan provided for the potential sale of up to 500,000 shares of our common stock, and was scheduled to be effective from December 16, 2024 until March 24, 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

28 unchanged sentences

S-4/A 333-267846 4.5 January 20, 2023

2.2 Membership Interest Purchase Agreement, dated November 3, 2025, by and among Intuitive Machines, Inc., Intuitive Machines, LLC, Vantor Holdings Inc., Galileo Topco, Inc., and Lanteris Space Holdings LLC

8-K 001-40823 2.1 November 4, 2025

3.1 Certificate of Incorporation of Intuitive Machines, Inc.

22 unchanged sentences

8-K 001-40823 4.4 January 30, 2024

4.10 Indenture, dated as of August 18, 2025, by and between Intuitive Machines, Inc.

Bank Trust Company, National Association, as Trustee

8-K 001-40823 4.1 August 18, 2025

4.11 Description of Capital Stock

10-K 001-40823 4.10 March 25, 2025

10.1+ Intuitive Machines, Inc.

10 unchanged sentences

8-K 001-40823 10.2 June 23, 2023

Incorporated by Reference

Description of Exhibit Form File No.

Exhibit Filing Date

10.6+ Form Restricted Stock Unit Award Agreement (under Intuitive Machines, Inc.

4 unchanged sentences

10.8+ Severance and Change of Control Agreement for Executives

Incorporated by Reference

Description of Exhibit Form File No.

Exhibit Filing Date

10-K 001-40823 10.85 March 25, 2025

10.9+ Severance and Change of Control Agreement for Other Executives

10-K 001-40823 10.86 March 25, 2025

10.10+* Change in Control and Severance Agreement for Chris Johnson

10.11 Securities Purchase Agreement, dated as of August 30, 2023, by and among Intuitive Machines, Inc.

21 unchanged sentences

8-K 001-40823 10.1 March 10, 2025

10.20 Waiver, Consent, Amendment and Assignment Agreement, dated January 13, 2026, by and among Lanteris Space LLC, as seller and servicer, Vantor Parent Inc., as assignor and existing guarantor, Intuitive Machines, LLC, as assignee and new guarantor, and ING Belgium NV/SA.

8-K 001-40823 10.2 January 13, 2026

10.21 Consent to Loan and Security Agreement, dated January 12, 2026, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Stifel Bank in respect of the Loan and Security Agreement, dated as of March 4, 2025.

8-K 001-40823 10.3 January 13, 2026

10.22 Registration Rights Agreement, dated January 13, 2026, by and among Intuitive Machines, Inc.

and the other parties thereto.

8-K 001-40823 10.1 January 13, 2026

10.23 Registration Rights Agreement, dated as of February 27, 2026, by and among Intuitive Machines, Inc.

and the Purchasers named therein

8-K 001-40823 10.1 February 27, 2026

10.24* Amended and Restated Limited Recourse Receivables Purchase Agreement dated December 1, 2023 among Maxar Space LLC, and Maxar Technologies Inc., and ING Belgium NV/SA.

19.1 Insider Trading Policy

10-K 001-40823 19.1 March 25, 2025

21.1* List of Subsidiaries

2 unchanged sentences

31.2* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

Incorporated by Reference

Description of Exhibit Form File No.

Exhibit Filing Date

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.

45 unchanged sentences

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 9A. Controls and Procedures