LUNR 8-K — Smart Summary

On February 25, 2026, Intuitive Machines, Inc. entered into a Securities Purchase Agreement with certain institutional investors for the issuance and sale of Class A common stock at $15.12 per share for an aggregate purchase price of $175 million, with closing expected on February 27, 2026, subject to customary closing conditions.

• Securities Purchase Agreement — Intuitive Machines, Inc. (Company) and certain institutional investors (Purchasers), dated February 25, 2026; Company agrees to issue and sell shares of Class A common stock, par value $0.0001 per share, at a Purchase Price of $15.12 per share for an aggregate purchase price of $175 million; shares issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D; Placement Agent is Cantor Fitzgerald & Co.
• Registration Rights Agreement — Intuitive Machines, Inc. and each of the Purchasers, to be entered into concurrently with the closing of the Issuance; requires the Company to file a registration statement registering the shares of Common Stock issued to the Investors for resale no later than April 1, 2026.

• Customary closing conditions — Closing of the Issuance conditioned upon satisfaction or waiver of customary closing conditions; transaction expected to close on February 27, 2026
• Closing Date definition — Second Trading Day after February 25, 2026, or if later, the date on which all Transaction Documents have been executed and all conditions precedent have been satisfied or waived
• Nasdaq listing notice — Company must file a Listing of Additional Shares notice form with Nasdaq for the listing of the Shares and must not have received any objection from Nasdaq
• No trading suspension — No stop order or suspension of trading imposed by Nasdaq, the SEC, or any other governmental or regulatory body with respect to public trading in the Common Stock
• No Material Adverse Effect — No Material Adverse Effect shall have occurred since the date of the Agreement
• No governmental prohibition — No governmental authority shall have issued any order, decree or ruling enjoining, restraining or otherwise prohibiting the transactions
• Representations and warranties — Representations and warranties of both the Company and each Purchaser must be true and correct as of the Closing Date
• No more favorable side letters — Company shall not have entered into any side letter or similar agreement with any other Purchaser or investor providing materially more favorable terms
• Concurrent closing — Closing of the purchase of Shares by each Purchaser shall occur substantially concurrently

• Section 4(a)(2) — Securities Act of 1933, as amended; transaction not involving any public offering, sold to accredited institutional investors without general solicitation or general advertising
• Rule 506 of Regulation D — promulgated under the Securities Act; relied upon in conjunction with Section 4(a)(2) as an additional basis for the exemption from registration

• Aggregate purchase price — $175 million total equity investment from institutional investors
• Share price — $15.12 per share (Purchase Price)
• Placement agent fees — Company is solely responsible for payment of any fees, costs, expenses and commissions of the Placement Agent (Cantor Fitzgerald & Co.); no other brokerage or finder's fees payable by the Company
• Use of proceeds — Company intends to use capital to support revenue expansion and investment in technologies to advance communications and data processing networks, including extending flight-proven satellite platforms; investment in Near Space Network Services (NSNS) and Lanteris platforms (1300 series)

• Intuitive Machines announced a $175 million strategic equity investment led by global institutional investors on February 25, 2026.
• The investment is structured as an issuance and sale of the Company's Class A common stock at a price of $15.12 per share.
• The transaction is expected to close on February 27, 2026, subject to customary closing conditions.
• Following its acquisition of Lanteris Space Systems ('Lanteris') in January, the Company intends to use the capital to support revenue expansion and investment in technologies to advance communications and data processing networks, including extending flight-proven satellite platforms.
• The Company intends to invest in expanding its Near Space Network Services ('NSNS') and establish a solar system internet independent of Earth, with investments in the Lanteris 1300 series platforms.
• The Company believes the investment will enhance its ability to win and execute higher margin, recurring revenue programs such as the Golden Dome initiatives, Tracking and Data Relay Satellite System ('TDRSS'), the Mars Telecommunications Orbiter, and the evolving space-based orbital data center market.
• The Company is actively engaging strategic partners across the terrestrial technology sector to align space-based data centers with emerging enterprise demand.
• The Company continues to look forward to hearing in the near-term regarding upcoming awards, including NASA's Lunar Terrain Vehicle Services ('LTVS'), the next Commercial Lunar Payload Services award, and follow-on Proliferated Warfighter Space Architecture satellite contracts.
• Cantor is serving as exclusive placement agent; DLA Piper LLP (US) is serving as legal advisor to Cantor; Simpson Thacher & Bartlett LLP is serving as legal advisor to Intuitive Machines.
• CEO Steve Altemus stated: 'We are building a scalable infrastructure platform from low-Earth orbit to the Moon and into deep space. With this investment, we can accelerate the integration of the combined company's collective capabilities to deliver next-generation data, communications, and space-based infrastructure services.'

• Class A Common Stock — number of shares equal to $175,000,000 divided by $15.12 per share (rounded down to nearest whole share); aggregate purchase price of $175 million; purchasers: certain institutional investors led by global institutional investors; date of agreement: February 25, 2026; expected closing: February 27, 2026

• Revenue expansion and technology investment — $175 million to support revenue expansion and investment in technologies to advance communications and data processing networks, including extending flight-proven satellite platforms into growth markets
• Near Space Network Services (NSNS) expansion — proceeds to be invested in expanding NSNS and establishing a solar system internet independent of Earth
• Lanteris platform investment — proceeds to be invested in the Lanteris 1300 series platforms to grow market share in Geostationary Orbit (GEO), expand capability around the Moon, extend capability to Mars, and support high-power on-orbit data processing and edge computing