LUNRINTUITIVE MACHINES, INC.
8-K2.029.01

May 14, 2026

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LUNR 8-K — Smart Summary

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Intuitive Machines filed this 8-K on May 14, 2026, reporting Q1 2026 financial results with record quarterly revenue of $186.7 million and positive Adjusted EBITDA of $2.7 million, driven largely by the January 2026 acquisition of Lanteris Space Systems. The filing also discloses entry into a Share Purchase Agreement to acquire Goonhilly Earth Station Limited and its COMSAT subsidiary for aggregate UK consideration of £37,000,000, split equally between stock and cash.

Item 2.02Results of Operations and Financial Condition

Financial Highlights

  • Total revenues: $186.7 million in Q1 2026 vs. $62.5 million in Q1 2025, nearly 3x YoY growth
  • Product revenue: $141.6 million (no comparable prior-year figure; product revenue was $0 in Q1 2025)
  • Service revenue: $42.1 million vs. $62.5 million in Q1 2025
  • Grant revenue: $3.1 million (no prior-year comparable)
  • Operating loss: $(39.2) million vs. $(10.1) million in Q1 2025
  • Net loss: $(52.5) million vs. net income of $1.0 million in Q1 2025
  • Net loss attributable to Class A common shareholders: $(37.5) million vs. $(11.5) million in Q1 2025
  • EPS (basic and diluted): $(0.25) vs. $(0.11) in Q1 2025
  • Adjusted EBITDA: $2.7 million vs. $(6.6) million in Q1 2025 (record positive)
  • Cash flow from operations: $(54.8) million vs. $19.4 million in Q1 2025
  • Free cash flow: $(64.6) million vs. $13.3 million in Q1 2025
  • Note: Q1 2026 revenue does not include approximately $13 million of Lanteris revenue from the 12 days prior to the January 13, 2026 close

Segment Results

  • Product revenue: $141.6 million (vs. $0 in Q1 2025), driven by Lanteris acquisition
  • Service revenue: $42.1 million (vs. $62.5 million in Q1 2025), driven by CLPS, OMES, and NSNS execution
  • Grant revenue: $3.1 million (no prior-year comparable)
  • The Company operates through three pillars: Delivery Services, Data Transmission Services, and Infrastructure as a Service; segment-level revenue breakdown beyond product/service/grant is not provided in the exhibit

Capital Allocation

  • Cash and cash equivalents: $231.6 million as of March 31, 2026, vs. $582.6 million as of December 31, 2025
  • Long-term debt: $335.8 million as of March 31, 2026
  • Proceeds from issuance of securities in Q1 2026: $175.0 million
  • Transaction costs related to the issuance of securities: $(7.6) million
  • Acquisition of businesses, net of cash acquired: $(444.8) million (Lanteris)
  • Backlog: $1.055 billion as of March 31, 2026, up $842.4 million from $213.1 million as of December 31, 2025
  • No dividends or share repurchases reported in Q1 2026 (Q1 2025 included $20.7 million repurchase of Class A Common Stock)
  • Series A preferred stock subject to possible redemption: $6.8 million; preferred dividends: $(162) thousand in Q1 2026

Management Commentary

  • CEO Steve Altemus: "Intuitive Machines continues to execute, grow, and win new business at record pace. Our acquisition of Lanteris has been immediately accretive with the combined entity already creating value."
  • CEO Steve Altemus (continued): "The next phase of the space economy will not be defined only by who reaches new destinations. It will be defined by who can build the infrastructure, connect it reliably, and operate it at scale. That is what Intuitive Machines is building."

Guidance

  • Full-year 2026 revenue guidance: $900 million - $1 billion
  • Full-year 2026 Adjusted EBITDA: positive

Item 1.01Entry into a Material Definitive Agreement

Item 1.01

  • On May 14, 2026, Intuitive Machines, LLC (wholly owned subsidiary) entered into a Share Purchase Agreement (SPA) with Goonhilly Holdings Limited to acquire all issued and outstanding shares of Goonhilly Earth Station Limited, a ground station and satellite communications company incorporated in England and Wales
  • The SPA also governs the contemplated acquisition of U.S. operations via a separate Membership Interest Purchase Agreement (MIPA) for Goonhilly Inc. (to be converted to Goonhilly LLC), which had not been executed as of the filing date
  • Aggregate UK Consideration: £37,000,000, split equally between stock and cash; stock portion consists of 960,649 shares of Class A Common Stock; cash consideration includes a £592,621.50 escrow deposit
  • Closing conditions include: UK National Security and Investment Act 2021 clearance, FCC approval, U.S. reorganization completion, satisfactory U.S. property reports, termination of U.S. Target's 401(k) plan participation, and completion of specified environmental corrective actions; conditions must be satisfied or waived within six months of SPA date
  • Seller's liability for non-excluded warranty claims is capped at £1.00, with Buyer's sole recourse being a warranty and indemnity insurance policy; Material Adverse Change threshold is £5.0 million; covenant breach/property report materiality threshold is £2.5 million
  • Consideration Shares subject to a six-month lock-up from Completion Date; Company obligated to file a resale shelf registration statement as soon as practicable after SPA date and to use commercially reasonable efforts to cause it effective no later than six months after Completion
  • SPA governed by the laws of England and Wales

Item 7.01Regulation FD Disclosure

Item 7.01

  • On May 14, 2026, Intuitive Machines issued a press release (Exhibit 99.2) announcing the definitive agreement to acquire Goonhilly Earth Station Ltd. and Goonhilly USA Inc. (dba COMSAT)
  • The acquisition is expected to add 44 antennas over two continents, expanding the Company's integrated space-to-ground network for deep space communications, data relay, and PNT capabilities across LEO, MEO, GEO, cislunar, and deep space environments
  • Goonhilly assets include the GHY6 32-meter antenna, the cryogenically cooled GHY3 30-meter antenna, and multiband support across X-band, S-band, and Ka-/Ku-band
  • Transaction expected to close in Q3 2026, subject to customary closing conditions including UK National Security and Investment Act 2021 approval and FCC approval
  • CEO Steve Altemus stated: "Customers have been clear that they want a single, integrated, and resilient solution for their communications and PNT needs as they accelerate missions at an unprecedented pace."
  • Goonhilly Executive Chairman Kenn Herskind stated: "Goonhilly has spent years building a world class deep space communications capability. Joining Intuitive Machines will allow us to scale that capability globally and directly support the next era of lunar exploration."
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