LUNR 8-K — Smart Summary

On August 18, 2025, Intuitive Machines, Inc. completed a private offering of $345.0 million aggregate principal amount of 2.500% Convertible Senior Notes due 2030, including full exercise of the initial purchasers' $45.0 million option, and separately entered into capped call transactions with certain financial institutions to reduce potential dilution upon conversion.

• Indenture / Convertible Senior Notes — Intuitive Machines, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective August 18, 2025; $345.0 million aggregate principal amount of 2.500% Convertible Senior Notes due October 1, 2030; general unsecured obligations; interest at 2.500% per year payable semiannually on April 1 and October 1 beginning April 1, 2026; initial conversion rate of 76.2631 shares of Class A Common Stock per $1,000 principal amount (initial conversion price of approximately $13.1125 per share, representing a premium of approximately 25.0% above the last reported sale price of $10.49 per share on August 13, 2025); settlement in cash, shares, or combination at Company's election; no sinking fund; offered pursuant to Rule 144A exemption; maximum 32,888,436 shares issuable upon conversion based on initial maximum conversion rate of 95.3288 shares per $1,000 principal amount
• Capped Call Transactions — Intuitive Machines, Inc. (counterparty) and certain financial institutions (dealers); entered into August 13, 2025 (base) and August 15, 2025 (additional, in connection with exercise of initial purchasers' option); European-style call options covering shares underlying the Notes; cap price initially $20.9800 per share (representing a premium of 100% over the last reported sale price of $10.49 per share on August 13, 2025); intended 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 customary adjustments; governed by ISDA 2002 Master Agreement framework

• Optional redemption eligibility — Company may not redeem prior to October 6, 2028; on or after October 6, 2028 and prior to the 26th scheduled trading day preceding maturity, redemption permitted only if the liquidity condition is satisfied and the last reported sale price of Class A Common Stock has been at least 130% of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on and including the trading day immediately preceding the date of the redemption notice
• Conditional conversion (before July 1, 2030) — holders may convert only if: (1) last reported sale price is at least 130% of conversion price for at least 20 of 30 consecutive trading days in the preceding calendar quarter; (2) trading price per $1,000 principal is less than 98% of the product of last reported sale price and conversion rate during a 10 consecutive trading day measurement period; (3) Company issues a notice of redemption; or (4) specified corporate events occur
• Unconditional conversion window — 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 at any time
• Capped call early unwind — if the sale of the relevant Notes is not consummated pursuant to the Purchase Agreement by 5:00 p.m. New York time on the Premium Payment Date (or such later agreed date), the capped call transaction automatically terminates

• Aggregate principal amount: $345.0 million (including $45.0 million from full exercise of initial purchasers' option), upsized from originally announced $250.0 million (or $287.5 million with option)
• Interest rate: 2.500% per year, payable semiannually on April 1 and October 1, beginning April 1, 2026
• Maturity date: October 1, 2030, unless earlier converted, redeemed, or repurchased
• Initial conversion rate: 76.2631 shares of Class A Common Stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $13.1125 per share — a premium of approximately 25.0% above the last reported sale price of $10.49 per share on August 13, 2025
• Maximum shares issuable upon conversion: 32,888,436 shares based on initial maximum conversion rate of 95.3288 shares per $1,000 principal amount
• Optional redemption: not permitted prior to October 6, 2028; thereafter redeemable only if stock price ≥ 130% of conversion price for at least 20 trading days in any 30 consecutive trading day period and liquidity condition is satisfied, at 100% of principal plus accrued interest
• Partial redemption limitation: at least $75.0 million aggregate principal must remain outstanding and not subject to redemption after any partial redemption (unless an all notes election is made)
• Fundamental change repurchase: holders may require repurchase at 100% of principal plus accrued interest upon a fundamental change
• Net proceeds: approximately $335.5 million after initial purchasers' discounts and commissions; approximately $36.8 million used to pay for capped call transactions; remainder for general corporate purposes including operations, R&D, and potential acquisitions
• Notes are general unsecured obligations; offered and sold under Rule 144A exemption; trustee: U.S. Bank Trust Company, National Association

• Section 4(a)(2) of the Securities Act — Notes offered and sold to initial purchasers in reliance on the exemption from registration for transactions not involving a public offering; Company relied on this exemption based in part on representations made by the initial purchasers in the purchase agreement dated August 13, 2025
• Rule 144A under the Securities Act — Notes resold by initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A
• Section 3(a)(9) of the Securities Act — shares of Class A Common Stock issuable upon conversion of the Notes anticipated to be exempt from registration because no commission or other remuneration is expected to be paid in connection with conversion and any resulting issuance of shares

• Aggregate principal amount — $345.0 million (including $45.0 million from full exercise of initial purchasers' option); offering size increased from previously announced $250.0 million (or $287.5 million with option)
• Net proceeds — approximately $335.5 million after deducting initial purchasers' discounts and commissions, before estimated offering expenses
• Capped call cost — approximately $36.8 million of net proceeds used to pay the cost of the capped call transactions
• Remaining net proceeds — intended for general corporate purposes including operations, research and development, and potential acquisitions
• Interest obligation — 2.500% per year on $345.0 million principal, payable semiannually on April 1 and October 1, beginning April 1, 2026
• Optional redemption price — 100% of principal amount plus accrued and unpaid interest; partial redemption requires at least $75.0 million aggregate principal amount to remain outstanding and not subject to redemption after giving effect to such redemption (unless an all notes election is made)
• Fundamental change repurchase price — 100% of principal amount plus accrued and unpaid interest
• Cross-default threshold — indebtedness in excess of $25.0 million triggers event of default provisions

• 2.500% Convertible Senior Notes due 2030 — Intuitive Machines, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $345.0 million aggregate principal amount; maturity October 1, 2030; interest at 2.500% per year accruing from August 18, 2025, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2026; general unsecured obligations; initial conversion rate of 76.2631 shares of Class A Common Stock per $1,000 principal amount (equivalent to an initial conversion price of approximately $13.1125 per share, representing a premium of approximately 25.0% above the last reported sale price of $10.49 per share on August 13, 2025); maximum of 32,888,436 shares of Class A Common Stock issuable upon conversion based on initial maximum conversion rate of 95.3288 shares per $1,000 principal amount; no sinking fund provided
• Capped Call Transactions — Intuitive Machines, Inc. (counterparty) and certain financial institutions (dealers); entered into August 13, 2025 (base) and August 15, 2025 (additional, in connection with greenshoe exercise); cap price initially $20.9800 per share (representing a premium of 100% over the last reported sale price of $10.49 per share on August 13, 2025); structured to reduce potential dilution to Class A Common Stock upon conversion of the Notes and/or offset cash payments in excess of principal amount of converted Notes

• Capped call transactions entered into on August 13, 2025 (base) and August 15, 2025 (additional, related to greenshoe exercise) with certain financial institutions
• Capped call cap price: initially $20.9800 per share, representing a premium of 100% over the last reported sale price of $10.49 per share on August 13, 2025
• Capped call transactions intended to reduce potential dilution to Class A Common Stock upon conversion and/or offset cash payments in excess of principal amount of converted Notes
• Cost of capped call transactions: approximately $36.8 million paid from net proceeds
• Item 8.01 references press release dated August 13, 2025 announcing pricing of the Notes

• 2.500% Convertible Senior Notes due 2030 — $345.0 million aggregate principal amount (including $45.0 million from full exercise of initial purchasers' option); initial conversion rate of 76.2631 shares of Class A Common Stock per $1,000 principal amount (initial conversion price of approximately $13.1125 per share, representing a premium of approximately 25.0% above the last reported sale price of $10.49 per share on August 13, 2025); net proceeds of approximately $335.5 million after deducting initial purchasers' discounts and commissions; sold to persons reasonably believed to be qualified institutional buyers; pricing date August 13, 2025, closing date August 18, 2025
• Class A Common Stock (issuable upon conversion) — maximum of 32,888,436 shares based on initial maximum conversion rate of 95.3288 shares per $1,000 principal amount of Notes; no separate proceeds; to be issued upon conversion of Notes if and when converted

• Conversion conditions (prior to July 1, 2030) — Holders may convert only if: (1) Class A Common Stock last reported sale price is at least 130% of the conversion price for at least 20 of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) trading price per $1,000 principal amount of Notes is less than 98% of the product of the last reported sale price of Class A Common Stock and the conversion rate for each trading day of a 10 consecutive trading day Measurement Period; (3) the Company issues a notice of redemption; or (4) specified corporate events occur
• Conversion conditions (on or after July 1, 2030) — Holders may convert all or any portion of their Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing conditions
• Settlement upon conversion — Company may satisfy conversion obligations by paying or delivering cash, shares of Class A Common Stock, or a combination thereof, at the Company's election
• Optional redemption — Company may not redeem Notes prior to October 6, 2028; on or after October 6, 2028 and prior to the 26th scheduled trading day immediately preceding maturity, Company may redeem for cash all or any portion of the Notes at 100% of principal plus accrued and unpaid interest, but only if the liquidity condition is satisfied and the last reported sale price of Class A Common Stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period ending on the trading day immediately preceding the date of the redemption notice; if less than all Notes are redeemed, at least $75.0 million aggregate principal amount must remain outstanding and not subject to redemption after giving effect to the notice (unless the Company makes an 'all notes election')
• Fundamental change repurchase — Upon a fundamental change, holders may require the Company to repurchase for cash all or any portion of their Notes at 100% of principal plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date
• Cross-default — Event of default triggered by default by the Company or any significant subsidiary on indebtedness in excess of $25.0 million in aggregate that results in acceleration or failure to pay principal at maturity (after grace periods), if not cured or waived within 45 days after written notice
• Acceleration — Trustee by notice, or holders of at least 25% in principal amount of outstanding Notes by notice, may declare 100% of principal and accrued and unpaid interest immediately due and payable upon a non-bankruptcy event of default; automatic acceleration upon certain bankruptcy, insolvency, or reorganization events
• Reporting default remedy — For the first 365 days after a reporting covenant event of default, the sole remedy (at the Company's election) is additional interest on the Notes
• Consolidation/merger restriction — Company may not consolidate, merge, or sell/transfer/lease all or substantially all assets unless the resulting entity is a qualified successor entity organized under U.S. law that expressly assumes the Company's obligations, and no default or event of default exists after giving effect to the transaction
• No security interest — Notes are unsecured; no collateral secures the Company's obligations under the Notes or the Indenture
• Capped call cap price — Initially $20.9800 per share; subject to certain adjustments; cap price shall not be reduced below the strike price in connection with any adjustment

• Capped call transactions — approximately $36.8 million of net proceeds used to pay the cost of capped call transactions (cap price initially $20.9800 per share, representing a premium of 100% over the last reported sale price of $10.49 per share on August 13, 2025)
• General corporate purposes — remaining net proceeds intended for general corporate purposes, including operations, research and development and potential acquisitions