LUNR 8-K — Smart Summary

On February 27, 2026, Intuitive Machines, Inc. completed the issuance and sale of shares of Class A common stock at $15.12 per share for an aggregate purchase price of $175 million to certain institutional investors, and concurrently entered into a Registration Rights Agreement requiring the Company to register those shares for resale no later than April 1, 2026.

• Securities Purchase Agreement — Between Intuitive Machines, Inc. and certain institutional investors; dated February 25, 2026; provided for the issuance and sale of Class A common stock, par value $0.0001 per share, at $15.12 per share for an aggregate purchase price of $175 million; closing occurred February 27, 2026
• Registration Rights Agreement — Between Intuitive Machines, Inc. and each of the Investors; effective February 27, 2026; requires the Company to file a registration statement covering resale of all Registrable Securities no later than April 1, 2026; registration to remain effective until the earlier of no Registrable Securities remaining or the fifth anniversary of the Closing Date; governed by the laws of the State of New York

• Registration Statement filing deadline — Company must file a registration statement covering resale of all Registrable Securities no later than April 1, 2026
• Effectiveness deadline — Company must use commercially reasonable efforts to have the Registration Statement declared effective no more than 30 days after filing, or no more than 60 days after filing if the SEC reviews the Registration Statement
• Allowed Delays — Company may suspend use of the Registration Statement for up to 45 consecutive calendar days or 60 total calendar days in any one-year period, with no more than two such suspensions permitted per year, under specified confidentiality or compliance circumstances
• Investor information requirement — Filing deadline is extended and maintenance failures are waived with respect to any Investor that fails to timely provide information required to complete the Registration Statement, until 45 days after such information is provided
• Form S-3 preference — Company shall use commercially reasonable efforts to register on Form S-3 if available; if on Form S-1, must maintain effectiveness until a Form S-3 covering the Registrable Securities is declared effective by the SEC

• Aggregate proceeds — $175 million from issuance and sale of Class A common stock at $15.12 per share to institutional investors
• Registration expenses — Company bears all expenses associated with each Registration Statement, including filing and printing fees, counsel and accounting fees, costs for state securities law clearance, and listing fees; excluding discounts, commissions, and fees of underwriters, selling brokers, dealer managers, or similar securities industry professionals
• Investor indemnification cap — Each Investor's aggregate liability under indemnification and contribution provisions is limited to the net dollar amount of proceeds received by such Investor upon the sale of the Registrable Securities giving rise to the obligation