LUNR 8-K — Smart Summary

Intuitive Machines, Inc. (Nasdaq: LUNR) announced a proposed private offering of $250.0 million aggregate principal amount of convertible senior notes due 2030 to qualified institutional buyers under Rule 144A, with an option for initial purchasers to buy up to an additional $37.5 million in notes. The company also intends to enter into capped call transactions in connection with the offering.

• Proposed offering of $250.0 million aggregate principal amount of convertible senior notes due 2030
• Initial purchasers granted option to purchase up to an additional $37.5 million aggregate principal amount of Notes, exercisable within a 13-day period beginning on the date Notes are first issued
• Notes will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased
• Notes are senior, unsecured obligations; interest accrues at an annual rate payable semiannually in arrears on April 1 and October 1 each year, beginning April 1, 2026
• Interest rate, initial conversion rate, and other terms to be determined upon pricing
• Notes convertible into cash, shares of Class A common stock, or a combination thereof, at the Company's election

• Company intends to use a portion of net proceeds to pay the cost of capped call transactions
• Remaining net proceeds to be used for general corporate purposes, including operations, research and development, and potential acquisitions
• Capped call transactions expected to reduce potential dilution to Class A common stock upon conversion of Notes and/or offset cash payments in excess of principal amount of converted Notes, subject to a cap
• Option counterparties expected to enter into derivative transactions and/or purchase shares of Class A common stock concurrently with or shortly after pricing of the Notes to establish initial hedges
• Option counterparties may modify hedge positions during the 25 trading day period beginning on the 26th scheduled trading day prior to the maturity date of the Notes