LUNR 8-K: Smart Summary

Intuitive Machines, Inc. entered into an at-the-market Sales Agreement dated June 2, 2026 with ten agents to sell shares of its Class A common stock (par value $0.0001 per share) for aggregate gross proceeds of up to $500M, pursuant to a Registration Statement on Form S-3 (File No. 333-296442) that became effective June 2, 2026.

• At-the-Market Sales Agreement — Intuitive Machines, Inc. (Company) and Barclays Capital Inc., Cantor Fitzgerald & Co., B. Riley Securities, Inc., Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Roth Capital Partners, LLC, and Stifel, Nicolaus & Company, Incorporated (collectively, the Agents); effective June 2, 2026; Company may sell shares of Class A common stock from time to time at market prices, prices related to prevailing market prices, or negotiated prices via ordinary brokers' transactions, privately negotiated transactions (including block trades), or any other permitted method; only one Designated Agent may sell on any single Trading Day (except a Second Agent may execute a block sale after 4:00 p.m. New York City time); sales limited to Open Window Periods following Company Periodic Report Dates; no specified termination date, though early termination before June 2, 2027 triggers expense reimbursement obligations if aggregate sales are below $25,000,000

• Registration Statement effectiveness — Registration Statement on Form S-3 (File No. 333-296442) became effective June 2, 2026; required to remain effective for sales to proceed
• Open Window Period — Sales may only be requested and made during Open Window Periods beginning after each Company Periodic Report Date and ending on the earlier of (x) the date directors and officers are no longer permitted to trade under the Company's insider trading policy or (y) the end of the quarter in which the applicable Company Periodic Report Date occurs
• No material non-public information — No sales shall take place during any period in which the Company is or could be deemed to be in possession of material non-public information
• Board authorization — Agents are not obligated to sell Stock at a price lower than the minimum price, or in excess of the number of shares, authorized by the Company's board of directors or a duly authorized committee thereof
• Periodic deliverables — Prior to each Applicable Time and Delivery Date and upon each Registration Statement Amendment Date and Company Periodic Report Date, the Company must furnish officers' certificates, legal opinions, and comfort letters from Grant Thornton LLP (unless the Company has notified the Agents it does not intend to effect sales during the applicable Open Window Period)
• FinCEN Certification — Company must deliver a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers on or prior to the date of execution of the Agreement
• Regulation M compliance — If the exemptive provisions of Rule 101(c)(1) of Regulation M are not satisfied, sales must be suspended until satisfied
• No competing at-the-market program — Company represents it is not a party to any other agreement with an agent or underwriter for any other at-the-market or continuous equity transaction

• Maximum aggregate offering size — Up to $500,000,000 in aggregate gross proceeds from sales of Class A common stock
• Agent commission — Up to 3.0% of the gross sales price per share sold under the Sales Agreement
• Agent expense reimbursement at signing — Not to exceed $125,000 payable upon execution of the Sales Agreement
• Ongoing agent expense reimbursement — Not to exceed $25,000 per calendar quarter payable in connection with each Company Periodic Report Date
• Program refresh reimbursement — Not to exceed $25,000 for each program refresh (filing of a new registration statement, prospectus, or prospectus supplement, or amendment of the Agreement)
• FINRA review fees — Company to pay related fees and expenses of counsel to the Agents in an amount not greater than $15,000
• Early termination reimbursement — If Agreement is terminated by the Company prior to June 2, 2027 and aggregate offering price of Stock sold is less than $25,000,000, Company shall reimburse Agents for all out-of-pocket expenses incurred
• Settlement — Net proceeds delivered on first business day that is also a Trading Day following the trade date; settlement effected by book-entry delivery to The Depository Trust Company