LUNR 8-K — Smart Summary

On January 13, 2026, Intuitive Machines, Inc. consummated the acquisition of 100% of the membership interests of Lanteris Space Holdings LLC for $800 million before closing adjustments, and in connection therewith entered into three ancillary agreements: a Registration Rights Agreement, a Waiver, Consent, Amendment and Assignment Agreement related to the Orbital Receivables Purchase Facility, and a Waiver of the Loan and Security Agreement with Stifel Bank.

• Registration Rights Agreement — between Intuitive Machines, Inc. and Vantor Holdings Inc. (Seller), effective January 13, 2026; grants Seller certain registration rights including the right to initiate up to three underwritten public offerings and piggyback registration rights relating to the Stock Consideration; shelf registration statement to be filed within 180 days of the agreement date; minimum offering size for any demanded underwritten public offering is the lesser of $75,000,000 or the market value of the Vantor Investor's remaining Registrable Securities; lock-up restrictions for underwritten offerings not longer than 90 days; all Registration Expenses borne by the Company (excluding underwriting discounts and commissions); rights terminate when Vantor Investor no longer beneficially owns any Registrable Securities
• Waiver, Consent, Amendment and Assignment Agreement (Orbital Receivables Purchase Facility) — among Lanteris Space LLC (seller/servicer), Vantor Parent Inc. (assignor/existing guarantor), Intuitive Machines, LLC (assignee/new guarantor), and ING Belgium NV/SA, effective January 13, 2026; ING consented to the Change of Control of Lanteris Space LLC resulting from the Acquisition, waived all Defaults and Events of Default from such Change of Control, agreed the Acquisition will not constitute a Repurchase Event, and consented to assignment of the guarantee from Vantor Parent Inc. to Intuitive Machines, LLC; facility term runs through December 1, 2026; maximum aggregate receivables purchased at any time is $250,000,000; amendment adds requirement for Servicer to maintain minimum balance of $4,000,000 in the US Pledged Account (account number 4451879747) from March 31, 2026 through termination
• Waiver (Stifel Bank Loan and Security Agreement) — among Intuitive Machines, Inc., Intuitive Machines, LLC, and Stifel Bank, effective January 12, 2026, in respect of the Loan and Security Agreement dated March 4, 2025; Stifel Bank consented to the Acquisition while imposing an indefinite Line Freeze halting all further borrowing; most affirmative and negative covenants under the Loan Agreement suspended during the Line Freeze; Target and Target Subsidiaries designated as Excluded Subsidiaries during the Line Freeze; Line Freeze terminates only upon Bank's written consent in its sole and absolute discretion

• Waiver, Consent, Amendment and Assignment Agreement effectiveness conditions — ING required receipt of duly executed counterparts from all parties and a customary secretary's certificate of Intuitive Machines, LLC certifying resolutions, organizational documents, incumbency and good standing
• Stifel Bank consent conditions — required duly executed Consent from Borrower and payment of all reasonable and documented Bank Expenses incurred through the date of the Consent; required no outstanding Obligations as of the date of the Acquisition; required Bank receipt of fully executed copies of the Purchase Agreement; and required each Borrower to continue its corporate existence after consummation of the Acquisition
• Line Freeze termination — the Line Freeze under the Stifel Bank facility terminates only upon Bank's written consent in its sole and absolute discretion; Borrower must deliver all materials required by Bank to confirm compliance with all covenants (including suspended covenants) during the Line Freeze

• Acquisition closed January 13, 2026; first announced November 4, 2025
• Purchase Agreement dated November 3, 2025 among Intuitive Machines, Inc., Intuitive Machines, LLC (Purchaser), Vantor Holdings Inc. (Seller), Galileo TopCo, Inc., and Lanteris Space Holdings LLC
• Total consideration: $800 million before closing adjustments, consisting of $450 million in cash and $350 million in Class A Common Stock
• At closing, Purchaser paid 22,991,028 newly issued shares of Class A Common Stock valued at approximately $284 million in the aggregate (Stock Consideration)
• Stock Consideration issued based on assumed value of $12.34 per share, representing the volume weighted average price for the ten consecutive trading day period ended October 31, 2025
• Cash Consideration paid at closing was approximately $403 million, subject to post-closing adjustment
• Stock Consideration issued to Seller in reliance on the exemption from Securities Act registration under Section 4(a)(2) as a transaction not involving any public offering
• Registration Rights Agreement dated January 13, 2026: Seller received right to initiate up to three underwritten public offerings and piggyback registration rights; minimum aggregate offering price threshold for a demanded underwritten public offering is the lesser of $75,000,000 and the market value of remaining Registrable Securities
• Company obligated to file a shelf registration statement on Form S-3 on or prior to 180 days after January 13, 2026 covering all Registrable Securities held by Investors
• Waiver, Consent, Amendment and Assignment Agreement dated January 13, 2026: ING Belgium NV/SA consented to Change of Control of Lanteris Space LLC, consented to assignment of guarantee from Vantor Parent Inc. to Intuitive Machines, LLC, waived all Defaults and Events of Default resulting from Change of Control, and agreed the Acquisition will not constitute a Repurchase Event
• Orbital Receivables Purchase Facility maximum aggregate amount of receivables purchased or agreed to be purchased at any time is $250,000,000; facility term runs through December 1, 2026
• Amendment to Orbital Receivables Purchase Facility requires Servicer to maintain a minimum balance of $4,000,000 in the US Pledged Account (account number 4451879747) from March 31, 2026 through termination of the agreement
• Stifel Waiver dated January 12, 2026: Stifel Bank consented to the Acquisition under the Loan and Security Agreement dated March 4, 2025, while implementing an indefinite Line Freeze halting any further borrowing by Intuitive Machines, Inc. and Intuitive Machines, LLC under that facility
• During the Line Freeze, Target and Target Subsidiaries are not required to join the Loan Documents as Borrower or Guarantor and shall be Excluded Subsidiaries
• Transitional Services Agreement entered into at closing between Seller and Lanteris for transitional services on a limited basis

• Section 4(a)(2) of the Securities Act — exemption from registration for a transaction by an issuer not involving any public offering

• Total acquisition consideration — $800 million before closing adjustments, consisting of $450 million in cash and $350 million of Intuitive Machines Class A Common Stock
• Stock Consideration issued at closing — 22,991,028 newly issued shares of Class A Common Stock valued at approximately $284 million in the aggregate, based on assumed value of $12.34 per share (volume weighted average price for the ten consecutive trading day period ended October 31, 2025)
• Cash Consideration paid at closing — approximately $403 million in cash, subject to post-closing adjustment
• Orbital Receivables Purchase Facility maximum capacity — maximum aggregate amount of receivables purchased or agreed to be purchased at any time is $250,000,000; facility expires December 1, 2026
• Minimum deposit obligation — from March 31, 2026 through termination of the Orbital Receivables Purchase Facility, Servicer must maintain a minimum balance of $4,000,000 in the US Pledged Account
• Registration Expenses — all Registration Expenses incurred in connection with any registration statement or registered offering covering Registrable Securities to be borne by Intuitive Machines, Inc.; underwriters', brokers' and dealers' discounts and commissions applicable to Shares sold for an Investor's account to be borne by such Investor

• Acquisition of Lanteris Space Systems (formerly Maxar Space Systems) was completed on January 13, 2026, first announced on November 4, 2025.
• Total acquisition price was $800 million before closing adjustments, consisting of $450 million in cash and $350 million in Intuitive Machines Class A common stock.
• Lanteris is described as a proven spacecraft manufacturer with satellites supporting missile warning and tracking, tactical intelligence, surveillance, reconnaissance, Earth observation, and space domain awareness across LEO, MEO, and GEO orbits.
• CEO Steve Altemus stated the acquisition transforms Intuitive Machines into a 'multi-domain, end-to-end solutions provider that can build spacecraft, connect resilient communications and navigation networks, and operate systems across LEO, MEO, GEO and cislunar space.'
• Chris Johnson will continue as President of Lanteris Space Systems following the transaction close.
• The acquisition is expected to strengthen Intuitive Machines' ability to service future Golden Dome, Space Development Agency layered architecture, NASA's Artemis and Lunar Terrain Vehicle initiatives, and future Mars telecommunications missions.
• Intuitive Machines previously soft-landed its Nova-C class lunar lander on the Moon in 2024 (returning the U.S. to the lunar surface for the first time since 1972) and returned to the lunar south pole with a second lander in 2025.
• The Company's products and services are focused through three pillars: Delivery Services, Data Transmission Services, and Infrastructure as a Service.

• Orbital Receivables Purchase Facility (Guarantee) — Parties: Lanteris Space LLC (seller/servicer), Intuitive Machines, LLC (new guarantor/assignee), ING Belgium NV/SA (purchaser); underlying facility is the Amended and Restated Limited Recourse Receivables Purchase Agreement dated December 1, 2023, as amended by Omnibus Amendment dated May 21, 2024; maximum aggregate amount of receivables purchased or agreed to be purchased at any time is $250,000,000; facility term runs through December 1, 2026; Intuitive Machines, LLC assumed all rights and obligations of prior guarantor Vantor Parent Inc.
• Loan and Security Agreement (Stifel Bank) — Parties: Intuitive Machines, Inc. and Intuitive Machines, LLC (jointly and severally as Borrower), Stifel Bank; original agreement dated March 4, 2025, supplemented by Supplement No. 1 dated April 30, 2025; Bank consented to the Acquisition but imposed an indefinite freeze ("Line Freeze") on all further credit extensions; no outstanding Obligations existed as of the date of the Acquisition.

• Class A Common Stock — 22,991,028 newly issued shares, valued at approximately $284 million in the aggregate (based on an assumed value of $12.34 per share, representing the volume weighted average price for the ten consecutive trading day period ended October 31, 2025), issued to Vantor Holdings Inc. on January 13, 2026

• Make-Whole Payment — If a customer prepays an orbital payment that has been purchased by ING, Lanteris Space LLC must provide ING with a "make-whole" payment pursuant to a net present value formula contained in the Orbital Receivables Purchase Facility.
• Minimum Deposit Requirement — From and after March 31, 2026 through termination of the Orbital Receivables Purchase Facility, the servicer (Lanteris Space LLC) must maintain a minimum balance of $4,000,000 in the US Pledged Account (account number 4451879747); the Deposit Amount shall be repaid to the seller upon termination of the agreement.
• Event of Default Cure Period — Under the amended Orbital Receivables Purchase Facility, failure by the seller or guarantor to observe or perform any term or covenant, if capable of being remedied, remains an Event of Default if unremedied for 30 days; failure by the servicer to transfer amounts in accordance with Sections 3.3, 5.2(a) and 5.2(e) remains an Event of Default if unremedied for 5 Business Days.
• ING Consent and Waiver — ING Belgium NV/SA consented to the Change of Control of Lanteris Space LLC, consented to the assignment of the guarantee to Intuitive Machines, LLC, waived all Defaults and Events of Default resulting from such Change of Control, and agreed the Acquisition and resulting Change of Control will not constitute a Repurchase Event.
• Line Freeze (Stifel) — At all times on and after January 12, 2026, Borrower shall not request and Bank shall not be required to make any Credit Extension; the Line Freeze terminates only upon Bank's written consent in its sole and absolute discretion; most affirmative and negative covenants under the Loan Agreement are suspended during the Line Freeze, except payment and indemnification obligations.
• Collateral and Security (Stifel) — All security interests and liens in the collateral granted by Borrower under the Loan Documents remain in place and unimpaired by the Acquisition; Bank's priority with respect thereto is not affected.
• Target Excluded During Line Freeze — Lanteris Space Holdings LLC and its subsidiaries are not required to join the Loan Documents as Borrower or Guarantor during the Line Freeze and shall be Excluded Subsidiaries during the Line Freeze.
• ING Guarantee Assignment — Vantor Parent Inc. assigned all rights, title, interest, and obligations under the Orbital Receivables Purchase Facility and related Transaction Documents to Intuitive Machines, LLC; Vantor Parent Inc. was released from all obligations under the Assigned Agreements upon the assignment.