LUNR 8-K — Smart Summary

On November 3, 2025, Intuitive Machines, Inc. entered into a Membership Interest Purchase Agreement to acquire 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (formerly Maxar Space Systems) from Vantor Holdings Inc. for total consideration of $800 million, consisting of $450 million in cash and $350 million in Class A Common Stock.

• Q3 2025 revenue: $52.4 million, driven by OMES, CLPS, and NSNS programs (no prior-year comparison provided in exhibit)
• Q3 2025 net loss: ($9,960) thousand / ($10.0) million
• Q3 2025 Adjusted EBITDA: ($13,188) thousand / ($13.2) million
• Q3 2025 ending cash balance: $622.0 million (following issuance of $345 million of convertible notes)
• Backlog as of end of Q3 2025: $235.9 million (Intuitive Machines standalone)
• No gross margin, operating income, or cash flow from operations figures provided in exhibit

• Intuitive Machines standalone: $52.4 million Q3 2025 revenue across OMES, CLPS, and NSNS programs
• Lanteris Space Systems (to be acquired): approximately $630 million revenue for the twelve months ended September 30, 2025, with double-digit Adjusted EBITDA margins and $685 million total backlog as of September 30, 2025
• Combined entity (pro forma, last twelve months ended September 30, 2025): revenue exceeds $850 million, positive Adjusted EBITDA, and $920 million in backlog

• Acquisition priced at $800 million: $450 million cash + $350 million in Class A common stock (issued at $12.34 per share, the 10-day VWAP ended October 31, 2025)
• Stock Consideration may not exceed 19.99% of issued and outstanding shares or 19.99% of voting power prior to issuance
• Issued $345 million of convertible notes during Q3 2025, resulting in ending cash balance of $622.0 million
• Lock-up: Seller restricted from transferring 50% of Stock Consideration for first 180 days and remaining 50% for first 365 days following closing
• Seller granted registration rights including up to three underwritten public offerings and piggyback registration rights

• "This strategic acquisition positions Intuitive Machines as a next generation space prime directly in the flow of multi-billion-dollar space programs. The combined entity revenue exceeds $850 million, with positive Adjusted EBITDA, and $920 million* in backlog as of September 30, 2025." — Steve Altemus, CEO
• "The new Intuitive Machines will combine rapid innovation and precision spacecraft production to meet the growing demand for responsive, high-reliability space infrastructure and services. We are defining the next generation space prime that will operate and deliver, faster and more affordably, across the space domain." — Steve Altemus, CEO

• Q4 2025 revenue expected to be in line with Q3 2025 ($52.4 million), based on current backlog
• Outlook subject to uncertainty related to government shutdown
• Intuitive Machines expects to provide a new combined-company outlook for 2026 in early 2026
• Transaction expected to close in Q1 2026, subject to customary regulatory approvals and closing conditions

• Membership Interest Purchase Agreement — Intuitive Machines, Inc. (Parent) and Intuitive Machines, LLC (Purchaser) as buyers; Vantor Holdings Inc. (Seller), Galileo TopCo, Inc. (Seller Parent), and Lanteris Space Holdings LLC as sellers/target; dated November 3, 2025; Purchaser will acquire 100% of the issued and outstanding membership interests of Lanteris; Board of Directors unanimously approved; no stockholder approval required; termination deadline of August 3, 2026, subject to a 90-day extension under certain circumstances
• Transitional Services Agreement — To be entered into between Seller and Lanteris at closing; Seller will continue to provide or procure certain transitional services related to specified business activities of Lanteris for payment amounts set forth therein
• Registration Rights Agreement — To be entered into between Intuitive Machines, Inc. and Vantor Holdings Inc. at closing; grants Seller demand rights (up to three underwritten public offerings) and piggyback registration rights with respect to the Stock Consideration shares; shelf registration statement to be filed within 180 days of the agreement date; Company bears all Registration Expenses except underwriting discounts and commissions; Vantor Investor demand threshold: lesser of $75,000,000 aggregate offering price or market value of remaining Registrable Securities

• Absence of Legal Prohibition — No law, injunction, judgment, or ruling of any governmental authority that would prevent or make illegal the consummation of the Acquisition
• HSR Act Waiting Period — Expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
• Nasdaq Listing — Shares of Common Stock to be issued as Stock Consideration must be listed on Nasdaq
• Representations and Warranties — Accuracy of each party's representations and warranties, subject to specified materiality qualifications
• Covenant Compliance — Compliance by each party with their respective covenants in all material respects
• No Material Adverse Effect — Absence of a Material Adverse Effect with respect to either the Company or Lanteris
• Minimum Closing Date — Closing may not occur prior to February 1, 2026 (subject to Mirror Plans exception allowing earlier closing)
• Expected Closing — Transaction expected to close in the first quarter of 2026

• Section 4(a)(2) of the Securities Act — Securities Act of 1933, as amended; the Stock Consideration will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act

• Total Purchase Price — $800 million, consisting of $450 million in cash (Cash Consideration) and $350 million in newly issued Class A Common Stock (Stock Consideration), each subject to adjustment
• Stock Consideration Pricing — Shares issued at $12.34 per share (volume weighted average price for the ten consecutive trading day period ended October 31, 2025); Stock Consideration capped at 19.99% of issued and outstanding shares of Common Stock and 19.99% of voting power outstanding prior to issuance; any reduction in Stock Consideration increases Cash Consideration by the same amount
• Post-Closing Adjustments — Cash Consideration Amount subject to dollar-for-dollar adjustment based on differences between estimated and final Closing Working Capital Adjustment, Closing Cash on Hand, Closing Indebtedness, and Closing Transaction Expenses; Purchaser delivers Closing Statement within 90 days after Closing Date; Seller has 45-day Dispute Period
• Working Capital Collar — Lower Working Capital Collar of $(100,000,000); Upper Working Capital Collar of $(70,000,000); Working Capital Target of $(90,000,000); adjustments outside the collar flow through to consideration
• Cash Portion Adjustment Cap — If aggregate adjustments (items ii–v of Stock Consideration Amount) produce a negative amount exceeding $50,000,000, the excess Cash Portion Adjustment Amount reduces Cash Consideration Amount
• TSA Set-Up Costs Cap — $5,000,000
• Audit Expense — $1,000,000 (fixed amount included in Transaction Expenses for preparation of Audited Financial Statements)
• Lock-Up Restrictions on Stock Consideration — 50% of Stock Consideration restricted from transfer for 180 days post-closing; remaining 50% restricted for 365 days post-closing
• Combined Entity Financials (unaudited, LTM September 30, 2025) — Combined revenue exceeds $850 million with positive Adjusted EBITDA; combined backlog of $920 million; Lanteris standalone revenue approximately $630 million with double-digit Adjusted EBITDA margins; Lanteris standalone backlog of $685 million as of September 30, 2025
• Intuitive Machines Q3 2025 Standalone — Revenue of $52.4 million; net loss of ($9,960) thousand; Adjusted EBITDA of ($13,188) thousand; ending cash balance of $622.0 million (following issuance of $345 million of convertible notes); backlog of $235.9 million

• On November 3, 2025, Intuitive Machines entered into a Membership Interest Purchase Agreement to acquire 100% of the membership interests of Lanteris Space Holdings LLC from Vantor Holdings Inc.
• Total consideration: $450 million cash + $350 million in newly issued Class A common stock (at $12.34 per share), subject to adjustment; Stock Consideration capped at 19.99% of outstanding shares and 19.99% of voting power
• Closing conditions include HSR Act expiration, Nasdaq listing of shares, absence of material adverse effect, and regulatory approvals; stockholder approval is not required
• Closing may not occur prior to February 1, 2026, and no later than August 3, 2026 (with 90-day extension under certain circumstances)
• Seller restricted from transferring 50% of Stock Consideration for 180 days and remaining 50% for 365 days post-closing
• Board of Directors unanimously approved the Purchase Agreement

• The Stock Consideration to be issued to Vantor Holdings Inc. in connection with the Acquisition will not be registered under the Securities Act
• Shares will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act

• Transaction priced at $800 million total: $450 million in cash and $350 million in Intuitive Machines Class A common stock, subject to adjustment; stock consideration issued at $12.34 per share (volume weighted average price for the ten consecutive trading days ended October 31, 2025)
• Combined entity (last twelve months ended September 30, 2025): revenue exceeds $850 million with positive Adjusted EBITDA; $920 million in backlog; Lanteris standalone revenue was approximately $630 million with double-digit Adjusted EBITDA margins and $685 million in total backlog as of September 30, 2025
• Transaction expected to close in the first quarter of 2026, subject to customary regulatory approvals and closing conditions; Lanteris described as a cash generating business as a stand-alone company
• Seller (Vantor Holdings Inc.) lock-up: 50% of stock consideration restricted for the first 180 days post-closing; remaining 50% restricted for the first 365 days post-closing
• Q3 2025 revenue: $52.4 million, driven by OMES, CLPS, and NSNS programs; Q3 net loss: ($9,960 thousand); Q3 Adjusted EBITDA: ($13,188 thousand)
• Issued $345 million of convertible notes in Q3 2025, resulting in a Q3 ending cash balance of $622.0 million; ended the quarter with $235.9 million of backlog
• Secured $8.2 million AFRL contract extension to advance in-space nuclear power technology and $7.5 million commercial rideshare payload for IM-4
• Near-term potential awards include Lunar Terrain Vehicle delivery and operations contract (total contract value of $4.6 billion) and the next Commercial Lunar Payload Services (CLPS) mission
• Q4 2025 outlook: revenue expected to be in line with Q3, impacted by uncertainty related to government shutdown; new 2026 combined company outlook to be provided in early 2026
• Transaction advisors: Perella Weinberg Partners LP (financial advisor) and Simpson Thacher & Bartlett LLP (legal advisor) to Intuitive Machines; Weil, Gotshal & Manges serving as legal advisor to Lanteris Space Systems

• Class A Common Stock, par value $0.0001 per share — number of shares equal to $350,000,000 divided by $12.34 per share (volume weighted average price for the ten consecutive trading day period ended October 31, 2025), subject to a cap of 19.99% of issued and outstanding shares of Common Stock and 19.99% of voting power immediately prior to closing; total Stock Consideration valued at $350 million; purchaser/recipient: Vantor Holdings Inc.; issuance to occur at closing of the Acquisition (expected Q1 2026)

• Acquisition consideration — $350 million in Stock Consideration (plus $450 million in cash) paid to Vantor Holdings Inc. for 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC