Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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, 2025 at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, including our principal executive officer and our principal financial officer, assessed the effectiveness of our internal control over financial reporting using the criteria set forth by Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
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
Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure and internal controls may not prevent or detect all instances of fraud, misstatements or other control issues. In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
Changes in 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.
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Item 9B. Other Information
Securities Trading Plans
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:
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
9/21/2026
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
We have adopted a code of business conduct and ethics that applies to our CEO, CFO and CAO as well as other officers, directors and employees of the Company. The code of business conduct and ethics, is available on-line at investors.intuitivemachines.com in the tab “Corporate Governance— Governance Documents.” We intend to post any amendments to the code of business conduct and ethics that apply to our officers and directors, and any required disclosure of waivers from the code of business conduct and ethics, to the “Corporate Governance— Governance Documents” tab at investors.intuitivemachines.com.
We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of Company securities by directors, officers, employees, contractors and consultants providing services to the Company, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy filed as Exhibit 19.1 to this Annual Report.
All other information required by this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report or incorporated by reference:
1. The index for the consolidated financial statements of Intuitive Machines is listed on page 52 of this Annual Report. The report of Intuitive Machines, Inc.’s independent registered accounting firm (PCAOB ID: 248 ) with respect to the above referenced financial statements are included in Item 8 and Item 9A of this Form 10-K. Their consent appears as Exhibit 23.1 of this Form 10-K.
2. The exhibits of Intuitive Machines are listed below under Item 15(b); all exhibits are incorporated herein by reference to a prior filing as indicated, unless noted as filed or furnished with this Annual Report.
Incorporated by Reference
Exhibit
Number
Description of Exhibit Form File No.
Exhibit Filing Date
2.1 Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC
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.
8-K 001-40823 3.1 February 14, 2023
3.2 By-Laws of Intuitive Machines, Inc.
8-K 001-40823 3.2 February 14, 2023
3.3 Certificate of Designation relating to the 10.0% Series A Cumulative Convertible Preferred Stock
8-K 001-40823 3.3 February 14, 2023
4.1 Warrant Agreement
8-K 001-40823 4.1 September 24, 2021
4.2 Specimen Class A Common Stock Certificate of Intuitive Machines, Inc.
S-4/A 333-267846 4.5 January 20, 2023
4.3 Specimen Warrant Certificate of Intuitive Machines, Inc.
S-4/A 333-267846 4.6 January 20, 2023
4.4 Form of Series A Common Stock Purchase Warrant, dated as of September 5, 2023
8-K 001-40823 4.1 September 6, 2023
4.5 Form of Series B Common Stock Purchase Warrant, dated as of September 5, 2023
8-K 001-40823 4.2 September 6, 2023
4.6 Form of Series A Common Stock Purchase Warrant, dated as of January 10, 2024
8-K 001-40823 4.1 January 11, 2024
4.7 Form of Series B Common Stock Purchase Warrant, dated as of January 10, 2024
8-K 001-40823 4.2 January 11, 2024
4.8 Form of Series A Common Stock Purchase Warrant, dated as of January 29, 2024
8-K 001-40823 4.3 January 30, 2024
4.9 Form of Series B Common Stock Purchase Warrant, dated as of January 29, 2024
8-K 001-40823 4.4 January 30, 2024
4.10 Indenture, dated as of August 18, 2025, by and between Intuitive Machines, Inc. and U.S. 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. 2023 Long Term Omnibus Incentive Plan
S-8 001-40823 99.1 May 9, 2023
10.2 Tax Receivable Agreement, dated February 13, 2023, by and among Intuitive Machines, Inc., Intuitive Machines, LLC, the TRA Parties and other persons from time to time party thereto
8-K 001-40823 10.1 February 14, 2023
10.3 Second A&R Operating Agreement of Intuitive Machines, LLC, dated February 13, 2023
8-K 001-40823 10.2 February 14, 2023
10.4+ Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan
8-K 001-40823 10.7 February 14, 2023
10.5+ Form of Director Restricted Stock Unit Award Agreement
8-K 001-40823 10.2 June 23, 2023
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Incorporated by Reference
Exhibit
Number
Description of Exhibit Form File No.
Exhibit Filing Date
10.6+ Form Restricted Stock Unit Award Agreement (under Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan)
8-K 001-40823 10.8 February 14, 2023
10.7+ Amended and Restated Non-Employee Director Compensation Program
10-Q 001-40823 10.1 May 14, 2024
10.8+ Severance and Change of Control Agreement for Executives
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. and the Purchaser named therein
8-K 001-40823 10.1 September 6, 2023
10.12 Registration Rights Agreement, dated as of August 30, 2023, by and among Intuitive Machines, Inc. and the Purchaser named therein
8-K 001-40823 10.2 September 6, 2023
10.13 Subscription Agreement, dated as of September 6, 2023, by and among Intuitive Machines, Inc. and Ghaffarian Enterprises, LLC
8-K 001-40823 10.3 September 6, 2023
10.14 Subscription Agreement, dated as of September 6, 2023, by and among Intuitive Machines, Inc. and Ghaffarian Enterprises, LLC
8-K 001-40823 10.4 September 6, 2023
10.15+ Non-Employee Director Deferral Plan
10-K 001-40823 10.13 March 25, 2024
10.16 Form of Warrant Exercise Agreement, dated January 10, 2024, by and between Intuitive Machines, Inc. and the Investor
8-K 001-40823 10.1 January 11, 2024
10.17 Credit Agreement, dated as of January 10, 2024, by and between Intuitive Machines, LLC and Pershing LLC
8-K 001-40823 10.1 January 16, 2024
10.18 Letter Agreement, dated as of January 28, 2024, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Ghaffarian Enterprises, LLC
8-K 001-40823 10.1 January 30, 2024
10.19 Loan and Security Agreement, dated March 4, 2025
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
23.1* Consent of Independent Registered Public Accounting Firm
31.1* Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
31.2* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
105
Incorporated by Reference
Exhibit
Number
Description of Exhibit Form File No.
Exhibit Filing Date
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Policy for Recovery of Erroneously Awarded Compensation
8-K 001-40823 10.17 March 5, 2025
101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS
* Filed herewith.
** Furnished.
+ Indicates management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Intuitive Machines, Inc.
Date: March 19, 2026 By: /s/ Peter McGrath
Peter McGrath
Chief Financial Officer and Senior Vice President
(Principal Financial Officer)
Date: March 19, 2026 /s/ Steven Vontur
Steven Vontur
Chief Accounting Officer and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ Stephen Altemus Chief Executive Officer, President and Director March 19, 2026
Stephen Altemus (Principal Executive Officer)
/s/ Peter McGrath Chief Financial Officer and Senior Vice President March 19, 2026
Peter McGrath (Principal Financial Officer)
/s/ Steven Vontur Chief Accounting Officer and Controller March 19, 2026
Steven Vontur (Principal Accounting Officer)
/s/ Dr. Kamal Ghaffarian Chairman of the Board of Directors March 19, 2026
Dr. Kamal Ghaffarian
/s/ Michael Blitzer Director March 19, 2026
Michael Blitzer
/s/ William Liquori Director March 19, 2026
William Liquori
/s/ Robert Masson Director March 19, 2026
Robert Masson
/s/ Nicole Seligman Director March 19, 2026
Nicole Seligman
107