Results of Operations and Financial Condition. On August 13, 2026, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. The full text of the Company's press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as…

Entry into a Material Definitive Agreement. On August 3, 2026, Intuitive Machines, LLC (“Buyer”), a wholly owned subsidiary of Intuitive Machines, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “MIPA”) with Goonhilly Holdings USA Inc., pursuant to which Buyer acquired all of the issued and outstanding membership interests of COMSAT LLC (formerly Goonhilly Inc.) (“COMSAT”) for a base cash purchase price of $10 million and reimbursement of expenses, which amoun…

Other Events. On August 3, 2026, the Company consummated the Goonhilly Acquisition. Pursuant to the SPA, Buyer acquired all of the issued and outstanding shares of Goonhilly Earth Station Limited, a ground station and satellite communications company incorporated in England and Wales (the “UK Acquisition”). The aggregate consideration for the UK Acquisition (the “UK Consideration”) was £37.0 million, split equally between cash and stock, as previously disclosed in the Goonhilly Signing 8-K. T…

Entry into a Material Definitive Agreement. Sales Agreement In connection with Intuitive Machines, Inc.’s (the “Company”) Registration Statement on Form S-3 (File No. 333-296442) (the “Registration Statement”), which became effective on June 2, 2026, which included a base prospectus and a prospectus supplement relating to the offer and sale, from time to time through the Agents (as defined below), of shares of the Company’s Class A common stock, par value $0.0001 per share, for aggregate gros…

Results of Operations and Financial Condition. On May 14, 2026, the Company issued a press release announcing its financial results for the fiscal quarter ended March 31, 2026. The full text of the Company's press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as a…

Entry into a Material Definitive Agreement. On May 14, 2026, Intuitive Machines, LLC (“Buyer”), a wholly owned subsidiary of Intuitive Machines, Inc. (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with Goonhilly Holdings Limited (“Seller”), pursuant to which Buyer agreed to acquire all of the issued and outstanding shares of Goonhilly Earth Station Limited (“Goonhilly Earth Station”), a ground station and satellite communications company incorporated in England and Wales…

Results of Operations and Financial Condition. On March 19, 2026, Intuitive Machines, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2025. The full text of the Company's press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference. The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” f…

Entry Into a Material Definitive Agreement. On February 27, 2026 (the “ Closing Date ”), Intuitive Machines, Inc. (the “ Company ”), a Delaware corporation, completed the previously announced issuance and sale of shares of the Company’s Class A common stock, par value $0.0001 per share (the “ Common Stock ”) at a price of $15.12 per share for an aggregate purchase price of $175 million to certain institutional investors or their affiliates (collectively, the “ Investors ”) led by global insti…

Entry Into a Material Definitive Agreement. On February 25, 2026, Intuitive Machines, Inc. (the “ Company ”), a Delaware corporation, entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors or their affiliates (collectively, the “ Investors ”) led by global institutional investors, relating to the issuance and sale to the Investors of shares of the Company’s Class A common stock, par value $0.0001 per share (the “ Common Stock ”) at a pri…

Pursuant to the terms of the Purchase Agreement, the Company has agreed to issue shares of Common Stock to the Investors in a transaction not involving any public offering, exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”). The shares of Common Stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The filing details compensatory arrangements for existing officers.

Unregistered Sales of Equity Securities. To the extent required by

In accordance with the terms and conditions of the Purchase Agreement, in connection with closing, Purchaser paid the purchase consideration to the Seller consisting of (i) 22,991,028 newly issued shares of Common Stock valued at approximately $284 million in the aggregate (the “Stock Consideration”), and (ii) approximately $403 million in cash (the “Cash Consideration”), and in the case of the Cash Consideration, subject to adjustment as set forth in the Purchase Agreement. The Stock Conside…

Entry into a Material Definitive Agreement. Registration Rights Agreement In connection with the Acquisition, on January 13, 2026, the Company entered into a registration rights agreement with Seller, pursuant to which Seller received certain registration rights, including the right to initiate up to three underwritten public offerings, and piggyback registration rights relating to the Stock Consideration. The foregoing description of the Registration Rights Agreement does not purport to be c…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent applicable, the disclosure set forth in

Regulation FD Disclosure. On January 13, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information set forth under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it b…

Entry into a Material Definitive Agreement. Purchase Agreement On November 3, 2025, Intuitive Machines, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), by and among the Company, Intuitive Machines, LLC, a Delaware limited liability company and subsidiary of the Company (“Purchaser”), Vantor Holdings Inc., a Delaware corporation (“Seller”), Galileo TopCo, Inc., a Delaware corporation (“Seller Parent”), and Lanteris Space Holdings LLC, a De…

Results of Operations and Financial Condition. On November 4, 2025, the Company issued a press release announcing certain financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information set forth under this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or othe…

The Stock Consideration to be issued to Seller in connection with the Acquisition will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act.

Entry into a Material Definitive Agreement. Indenture and Notes On August 18, 2025, Intuitive Machines, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $345.0 million aggregate principal amount of 2.500% Convertible Senior Notes due 2030 (the “Notes”), which includes the exercise in full of the initial purchasers’ option to purchase up to an additional $45.0 million principal amount of the Notes. The aggregate principal amount of the Offering was i…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Other Events. On August 13, 2025, Intuitive Machines, Inc. (the “Company”) issued a press release announcing the proposed offering (the “Notes Offering”) of convertible senior notes due 2030 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and its intention to enter into capped call transactions in connection therewith. A copy of the press release is filed as Exhibits 99.1 to this Current Report on Form…

Results of Operations and Financial Condition. On August 7, 2025, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2025. The full text of the Company's press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference. The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the…

Entry into a Material Definitive Agreement. On August 6, 2025, Intuitive Machines, Inc. (the "Company") entered into a Stock Purchase Agreement (the “SPA”) with KinetX, Inc. (“KinetX”), each of the shareholders of KinetX listed therein (collectively, the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as representative of the Sellers. Pursuant to the SPA, the Company agreed to acquire from the Sellers all of the issued and outstanding shares of capital stock of…