UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 19, 2026

~~Date~~INTUITIVE ~~of Report (Date of Earliest Event Reported): February 27~~MACHINES, ~~2026~~INC.

~~Intuitive~~(Exact ~~Machines,~~name ~~Inc.~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40823

36-5056189

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

Delaware	001-40823		36-5056189
13467 Columbia Shuttle Street
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
Houston		TX		77059
(Address of principal executive offices)				(Zip code)

~~13467~~(281) ~~Columbia~~520-3703 ~~Shuttle Street Houston Texas 77059~~ (~~Address~~Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices)~~area ~~(Zip Code~~code)

(281) 520-3703

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

LUNR

The Nasdaq Stock Market LLC

Class A Common stock, par value $0.0001 per share

LUNR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Item 1 2.0102 ~~Entry~~Results ~~Into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~February~~March 2719, 2026 ~~(the “Closing Date”)~~, Intuitive Machines, Inc. (the “Company”), aissued ~~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~~press ofrelease ~~$15.12~~announcing ~~per~~its ~~share~~financial results for ~~an aggregate purchase price of $175 million to certain institutional investors or their affiliates (collectively,~~ the ~~“Investors”)~~fiscal ~~led~~quarter byended ~~global institutional investors pursuant to the terms of the Securities Purchase Agreement, dated as of February~~December 2531, ~~2026 (the “Purchase Agreement”)~~2025. AsThe ~~contemplated~~full bytext ~~the Purchase Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with each~~ of the ~~Investors. The Registration Rights Agreement requires the~~ Company's topress ~~file~~release ais ~~registration~~furnished ~~statement~~herewith ~~registering~~as ~~the~~Exhibit ~~shares of Common Stock issued to the Investors for resale no later than April~~ 99.1, ~~2026. For a description of the terms of the Purchase Agreement and the Registration Rights Agreement, refer~~ to ~~the~~this ~~Company’s~~ Current Report on Form 8-K, ~~filed~~(this on"Current ~~February 25,~~Report") ~~2026,~~and ~~which~~is ~~descriptions are~~ incorporated herein by reference.

~~Such~~The ~~descriptions~~information dofurnished ~~not~~in ~~purport~~this toCurrent Report (including Exhibit 99.1) shall not be ~~complete~~deemed ~~and,~~“filed” infor ~~the~~purposes ~~case~~of Section 18 of the ~~Registration~~Securities ~~Rights~~Exchange ~~Agreement~~Act of 1934, isas amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, ~~and~~nor ~~qualified~~shall init ~~its~~be ~~entirety~~deemed to be incorporated by, ~~the~~reference ~~full~~into ~~text~~any filing of the ~~Registration~~Company ~~Rights~~under ~~Agreement,~~ the ~~form~~Securities Act of ~~which~~1933, isas ~~attached~~amended, ~~hereto~~or asthe ~~Exhibit~~Exchange ~~10.1~~Act, ~~and~~except isas ~~incorporated~~expressly ~~herein~~set forth by specific reference. in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Exhibit No.	~~Description~~	Description
10.1	Form of Registration Rights Agreement.
99.1		Press release dated March 19, 2026 announcing Intuitive Machines Reports Fourth Quarter and Full Year 2025 Financial Results
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~ SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INTUITIVE MACHINES, INC.
Date: March 19, 2026	INTUITIVE MACHINES, INC.
	By:	~~By:~~	/s/ Peter McGrath
			Name:	Peter McGrath
			Name: Peter McGrath
			Title:	Chief Financial Officer and Senior Vice President
			Title: Chief Financial Officer and Senior Vice President
Date: February 27, 2026

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