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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K

____________________________

(Mark One)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-40823

____________________________

INTUITIVE MACHINES, INC.

(Exact name of registrant as specified in its charter)

____________________________


Delaware									36-5056189
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

13467 Columbia Shuttle Street
Houston, Texas									77059
(Address of Principal Executive Offices)									(Zip Code)

(281) 520-3703

Registrant's telephone number, including area code

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


Title of each class	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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ox No xo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. xo

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of voting stock held by non-affiliates of the registrant on June 30, ~~2024~~2025, based on the closing price of $310.3087 for shares of the registrant’s Class A Common Stock as reported by the Nasdaq Stock Market, was approximately $~~190~~1.3 ~~million~~billion.

As of March 1811, ~~2025~~2026, the Registrant had ~~115~~159,~~725~~372,~~043~~567 shares of Class A common stock, $0.0001 par value, 0 shares of Class B common stock, $0.0001 par value, and 6257,~~594~~428,~~533~~185 shares of Class C common stock, $0.0001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for ~~use in connection with~~ its ~~2025~~2026 Annual Meeting of Stockholders, which is to be filed no later than 120 days after December 31, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents

INTUITIVE MACHINES, INC.

Table of Contents

			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			i
SUMMARY RISK FACTORS			iii
PART I
Item 1. Business			1
Item 1A. Risk Factors			9
Item 1B. Unresolved Staff Comments			2831
Item 1C. Cybersecurity			2932
Item 2. Properties			3033
Item 3. Legal Proceedings			3033
Item 4. Mine Safety Disclosures			3034
PART II
Item 5. Market for the Registrant’s, Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities			3135
Item 6. Reserved			3235
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3336
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			51
Item 8. Financial Statements and Supplementary Data			52
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			101
Item 9A. Controls and Procedures			101
Item 9B. Other Information			102
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			~~103~~102
PART III
Item 10. Directors, Executive Officers and Corporate Governance			~~104~~103
Item 11. Executive Compensation			~~104~~103
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			~~104~~103
Item 13. Certain Relationships and Related Transactions and Director Independence			~~104~~103
Item 14. Principal Accountant Fees and Services			~~104~~103
PART IV
Item 15. Exhibits and Financial Statement Schedules			~~105~~104
Item 16. Form 10-K Summary			~~107~~106
Signatures			~~108~~107

Table of Contents

Each of the terms the “Company,” “Intuitive Machines,” “IM,” “we,” “us,” or “our” and similar terms used herein refer collectively to Intuitive Machines, Inc. (formerly known as Inflection Point Acquisition Corp or “IPAX”) and its consolidated subsidiaries, unless otherwise stated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). All statements other than statements of historical facts contained in this Annual Report are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “strategy,” “outlook,” the negative of these words or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to statements regarding our expectations and plans relating to our missions to the Moon and other projects, including the expected timing thereof and our progress and preparation thereof; our expectations with respect to, among other things, demand for our product portfolio, our submission of bids for contracts; our expectations regarding protests of government contracts awarded to us; our operations, our financial performance and our industry; our business strategy, business plan, and plans to drive long term sustainable shareholder value; and our expectations on revenue and cash generation. ~~These forward-looking statements reflect our predictions, projections or expectations based upon currently available information and data.~~ Our actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual outcomes or results to differ materially from those indicated by the forward-looking statements in this Annual Report:

•our reliance upon the efforts of our key personnel and Board of Directors (the “Board”) to be successful;

•as part of growing our ~~limited~~business, ~~operating~~we ~~history~~have made and may continue to make acquisitions. Any acquisitions, partnerships or joint ventures into which we enter subject to integration risks and could disrupt our operations;

•our failure to manage our growth effectively and failure to win new contracts;

•our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customers;

•our customer concentration;

•limited operating history;

•competition from existing or new companies;

•disruptions in U.S. government operations and funding, including government shutdowns;

•unsatisfactory safety performance of our spaceflight systems or security incidents at our facilities;

•failure of the market for commercial spaceflight to achieve the growth potential we expect;

•any delayed launches, launch failures, failure of landers to conduct all mission milestones, failure of our satellites to reach their planned orbital locations, failure of lunar landers to reach their planned locations, significant increases in the costs related to the launches of satellites and lunar landers, and insufficient capacity available from satellite developers and launch service providers;

•our reliance on a single launch service provider;

•risks associated with commercial spaceflight, including any accident on launch or during the journey into space;

•risks associated with the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals in our operations;

•our reliance on a limited number of suppliers for certain materials and supplied components, including a single launch service provider for our lunar missions;

•failure of our products to operate in the expected manner or defects in our sub-systems;

•the future revenue and operating results of the satellite integrated build capability are dependent on our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customers;

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•counterparty risks on customer contracts and failure of our prime contractors to maintain their relationships with their counterparties and fulfill their contractual obligations;

•failure to successfully defend protest from other bidders for government contracts;

•failure to comply with various laws and regulations relating to various aspects of our business, uncertainty in the regulatory environment and any changes in the funding levels of various governmental entities with which we do business;

•our failure to protect the confidentiality of our trade secrets and unpatented know-how;

•our failure to comply with the terms of third-party open source software our systems utilize;

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•our ability to maintain an effective system of internal control over financial reporting, and to address and remediate any material weaknesses in our internal control over financial reporting;

•~~the~~we ~~U.S.~~may ~~government’s~~use ~~budget~~artificial ~~deficit~~intelligence ~~and~~(“AI”) in ~~the~~our ~~national~~business ~~debt~~or systems, asand ~~well~~challenges aswith ~~any~~properly ~~inability~~managing ~~of the U.S. government to complete~~ its ~~budget~~use ~~process~~could ~~for~~result ~~any~~in ~~government~~competitive ~~fiscal year,~~ and ~~our~~reputational ~~dependence on U.S. government contracts and the available funding by the U.S. government~~harm;

•the U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year that may result in government shutdowns or extended continuing resolution and our dependence on U.S. government contracts and the available funding or changing funding priorities by the U.S. government;

•our failure to comply with U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations;

•uncertain macro-economic and political conditions and ~~rising~~elevated inflation and interest rates;

•our history of losses and failure to achieve profitability in the future or failure of our business to generate sufficient funds to continue operations;

•the cost and potential outcomes of pending and any future litigation;

•our public securities’ potential liquidity and trading;

•the sufficiency and anticipated use of our existing capital resources to fund our future operating expenses and capital expenditure requirements and needs for additional financing in light of our recent acquisitions; and

•~~and~~ other factors detailed ~~under~~in ~~the section titled “Summary Risk Factors” and~~ Part I, Item 1A. “Risk Factors” in this Annual Report.

These forward-looking statements are based on information available as of the date of this Annual Report and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date,. ~~and~~Although we dobelieve ~~not~~that ~~undertake~~we ~~any~~have ~~obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as~~ a ~~result~~reasonable ofbasis ~~new~~for ~~information,~~each ~~future events, or otherwise, except as may be required under applicable securities laws. We intend the~~ forward-looking ~~statements~~statement contained in this Annual Report toon beForm ~~covered~~10-K, bysuch ~~the~~information ~~safe~~may ~~harbor~~be ~~provisions~~limited ~~for~~or ~~forward-looking~~incomplete, ~~statements~~and ~~contained~~our instatements ~~Section~~should ~~27A~~not ofbe ~~the~~read ~~Securities~~to ~~Act~~indicate ofthat ~~1933,~~we ashave ~~amended~~conducted ~~(the~~an ~~“Securities~~exhaustive ~~Act”)~~inquiry into, ~~and~~or ~~Section~~review ~~21E~~ of ~~the Securities Exchange Act of 1934~~, asall ~~amended,~~potentially ~~the~~available ~~(“Exchange~~relevant ~~Act”)~~information.

AsWe ado ~~result~~not ofundertake aany ~~number~~obligation ofto ~~known~~update ~~and~~forward-looking ~~unknown~~statements ~~risks~~to ~~and~~reflect ~~uncertainties,~~events ~~our~~or ~~actual~~circumstances ~~results~~after orthe ~~performance~~date ~~may~~they bewere ~~materially~~made, ~~different~~whether ~~from~~as ~~those~~a ~~expressed~~result orof ~~implied~~new byinformation, ~~these~~future ~~forward-looking~~events, ~~statements.~~or ~~You~~otherwise, ~~should~~except ~~not~~as ~~place~~may ~~undue~~be ~~reliance~~required onunder ~~these~~applicable ~~forward-looking~~securities ~~statements~~laws.

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SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this Annual Report, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our Class A Common Stock and result in a loss of all or a portion of your investment:

•Our ability to be successful depends upon the efforts of our Board and our key personnel and the loss of such persons could negatively impact the operations and profitability of our business.

•~~Our~~As ~~limited~~part ~~operating~~of ~~history~~growing ~~makes~~our itbusiness, ~~difficult~~we have made and may continue to ~~evaluate~~make ~~our~~acquisitions. ~~future~~Any ~~prospects~~acquisitions, partnerships or joint ventures into which we enter subject us to integration risk and ~~the~~could ~~risks~~disrupt our operations and ~~challenges~~have wea ~~may~~material ~~encounter~~adverse effect on our business, financial condition, and results of operations.

•If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed.

•We have a history of net operating losses and may not achieve profitability in the future. We may need additional capital to fund our operations. If we fail to obtain additional capital, we may be unable to sustain operations.

•The future revenue and operating results of the satellite integrated build capability are dependent on our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customers.

•Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

•Customer concentration creates risks for our business.

•Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer work orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

•Disruptions in U.S. government operations and funding, including government shutdowns, could harm our business, financial condition, and results of operations could be harmed.

•Unsatisfactory safety performance of our spaceflight systems or security incidents at our facilities could have a material adverse effect on our business, results of operations, and financial condition.

•If any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be, breached, damaged, or if unauthorized processing of customer or third-party data is otherwise performed, public perception of our products services may be harmed, and we may lose business and incur losses or liabilities.

•The market for commercial spaceflight is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

•We may experience delayed launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers. Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, results of operations and financial condition.

•We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites. Any such issue could harm our business, results of operations, and financial condition.

•We ~~have~~rely on a ~~history~~limited number of ~~net~~suppliers ~~operating~~for ~~losses~~certain materials and ~~may~~supplied ~~not~~components, ~~achieve~~including ~~profitability~~a insingle ~~the~~launch ~~future~~provider for our lunar missions. We may ~~need~~not ~~additional~~be ~~capital~~able to ~~fund~~obtain ~~our~~sufficient ~~operations.~~materials Ifor wesupplied ~~fail~~components to ~~obtain~~meet ~~additional~~our ~~capital~~manufacturing and operating needs, weor ~~may~~obtain besuch ~~unable~~materials toon ~~sustain~~favorable ~~operations~~terms.

•We rely on a limited number of suppliers for certain materials and supplied components. We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.iii

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•Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

•Rising inflation and costs may materially impact our business, results of operations, and financial condition.

•We are dependent on technology and automated systems to operate our business.

•We may use artificial intelligence (“AI”) in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business.

•If our prime contractors fail to maintain their relationships with their counterparties and fulfill their contractual obligations, our performance as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated.

iii

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•Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, results of operations, and financial condition.

•We are subject to counterparty risk on contracts with our customers. If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, results of operation, and financial condition.

•If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position may be harmed.

•Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

•We are subject to stringent U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations.

•Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.

•AsWe adepend ~~public~~significantly ~~reporting~~on ~~company, we are subject to rules and regulations established by the SEC regarding our internal control over financial reporting~~U.S. ~~Our~~government ~~internal controls may not be determined to be effective~~contracts, which ~~may~~often ~~adversely~~are ~~affect~~only ~~investor~~partially ~~confidence~~funded, insubject ~~our~~to ~~company~~immediate ~~and~~termination, asand aheavily ~~result,~~regulated ~~the~~and ~~value of our Class A Common Stock~~audited.

•WeOur ~~depend~~indebtedness ~~significantly~~could onexpose ~~U.S.~~us ~~government contracts, which often are only partially funded, subject~~ to ~~immediate~~risks ~~termination,~~that ~~and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts~~ could ~~have~~adversely anaffect ~~adverse impact on~~ our business, ~~results~~financial ~~of operations~~condition, and ~~financial~~results ~~condition~~of operations.

•Our actual results may differ significantly from our earnings guidance.

•Our operating results may vary significantly from quarter to quarter.

•Our business and operations could be negatively affected if it becomes subject to certain claims, litigation or shareholder activism, which could, among other things, cause us to incur significant expense, negatively impact our reputation, hinder execution of business and growth strategy and impact our stock price.

•Our principal asset is our interest in Intuitive Machines, LLC, and, accordingly, we will depend on distributions from Intuitive Machines, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends. Intuitive Machines, LLC’s ability to make such distributions may be subject to various limitations and restrictions.

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PART I

Item 1. Business

~~Overview~~Description of our Business

Intuitive Machines, Inc. ~~(formerly known as Inflection Point Acquisition Corp. or “IPAX”)~~, collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) is a space ~~technology,~~ infrastructure, and services company. ~~We were~~ founded in 2013 asand ~~Intuitive~~focused ~~Machine,~~on ~~LLC~~enabling sustained infrastructure and ~~incorporated~~human inactivity ~~February~~beyond ~~2023~~Earth. ~~following~~We believe the ~~consummation~~United ofStates ~~the~~is ~~Business~~transitioning ~~Combination~~from ~~(as~~episodic ~~defined~~space ~~herein~~missions ~~Note~~to 1)long-duration ofoperations ~~Intuitive~~and ~~Machines~~persistent presence, ~~Inc.~~and we are building the systems and ~~Intuitive~~services ~~Machines~~required to support this evolution across civil, ~~LLC.~~national security, and commercial markets.

AsWe abuild ~~space technology~~spacecraft, ~~infrastructure,~~connect ~~and~~space-based ~~services company~~networks, weand ~~are~~operate ~~contributing to the establishment of cislunar~~ infrastructure ~~and~~as-a-service ~~helping~~that tosupport ~~develop~~operations ~~cislunar~~across ~~and~~low ~~deep~~Earth ~~space~~orbit ~~commerce.~~(“LEO”), ~~Cislunar~~geostationary ~~encompasses objects in~~ orbit ~~in the Earth-Moon system and on the Lunar surface~~(“GEO”), ~~while~~cislunar ~~deep~~ space ~~exploration is space beyond the Moon~~, ~~including~~and ~~Mars~~deep-space. WeOur ~~believe~~strategy weis ~~have~~to aevolve ~~leading~~space ~~position~~activity infrom ~~the~~single-mission ~~development~~execution oftoward ~~technology~~continuously ~~platforms~~ operating ininfrastructure ~~three~~by ~~core~~combining ~~pillars~~spacecraft —delivery ~~services,~~with ~~data~~network ~~transmission~~connectivity ~~services,~~ and ~~infrastructure~~long-term ~~as a service— as described below under Our Business Strategy~~operations. We ~~are~~believe ~~focused~~this onapproach ~~establishing~~positions ~~the~~us ~~lunar~~to ~~infrastructure~~support ~~associated~~enduring ~~with~~government ~~each~~requirements ofwhile ~~the~~enabling ~~three pillars, which provides~~ the ~~basis~~development ~~for~~of ~~commerce to inform and sustain human presence off Earth. Our vision is that our infrastructure services enable our customers to focus on their unique contributions to create~~ a ~~thriving, diverse cislunar economy and expand the~~ commercial space ~~exploration marketplace to the Lunar surface and beyond~~economy.

~~The~~On ~~United~~September ~~States~~16, ~~(“U.S.”)~~2022, ~~government~~Inflection ~~has~~Point ~~indicated~~Acquisition ~~that returning to the moon is of strategic importance to the U~~Corp.S. ~~and we believe it will continue to have bipartisan support as we enter the next generation space race with the People’s Republic of China~~ (“~~China~~IPAX”). Weentered ~~believe~~into that space is the next economic frontier, with the moon being the next stepping stone, and the increased demand from governments, intelligence agencies, commercial industries, and private individuals has created multiple opportunities for long-term growth. We intend to participate in expanding the cislunar economy through a ~~steady~~business ~~cadence~~combination ofagreement ~~missions,~~ with ~~the~~Intuitive intent of offering reduced cost of access and operations while providing reliable missions on a defined schedule. We are one of a select few companies servicing NASA and a worldwide set of commercial payload customers. We believe we have a strong positionMachines, ~~as evidenced by four Commercial Lunar Payload Services (“CLPS”) awards to date as of December 31, 2024~~LLC. On February 2210, ~~2024~~2023, ~~our~~IPAX ~~Nova-C~~domesticated ~~lander~~into ~~became~~a ~~the~~Delaware ~~first~~corporation ~~U.S. vehicle to softly land on the lunar surface since 1972, utilizing our Nova-C Guidance, Navigation~~ and ~~Control~~changed ~~(“GN&C”)~~its ~~and~~name Propulsion systems, both of which were designed and are produced in-house. Our IM-1 Nova-C lander carried approximately 100 kilograms of science experiment and technology demonstration payloads, including the first CLPS payload, to a“Intuitive landing site closer to the lunar south pole than any previous mission. We operated on the lunar surface beyond the CLPS required mission duration and downloaded over 500 MB of payload customer data on our commercial Lunar Data Network. In March 2025Machines, ~~our IM-2 mission landed at the southernmost location of the moon, 5 degrees from the south pole~~Inc. ~~While~~” in ~~transit,~~connection ~~our space to ground communications brought down over 8GB of data from space over our network; delivered 3 rideshare customers to trans lunar injection orbit and assisted them~~ with ~~ground tracking and communication; and demonstrated precision autonomous orbit operations circling~~ the ~~moon for 39 orbits over a 72 hour period. While on the surface~~domestication, weIntuitive ~~demonstrated the ability to manage power in thermal conditions on the south pole surface and in a crater. With the challenge of not being able to recharge the IM-2 lander solar panels post landing~~Machines, ~~the mission was still able to complete several mission and payload milestones, including downloading 500 MB of payload customer data from the lunar surface~~Inc. ~~See~~became ~~Our Business Strategy for~~ a ~~description~~holding ofcompany ~~our~~whose ~~additional~~principal ~~lunar~~assets ~~missions,~~are ~~lunar~~the ~~relay~~Intuitive ~~communications~~Machines, ~~lunar~~LLC ~~vicinity~~Common ~~navigation, and autonomous surface rover operations~~Units.

~~The~~On ~~U.S.~~October ~~Space~~1, ~~Force (“Space Force”) has recently begun to turn its attention to the cislunar space~~2025, ~~as noted in~~ the ~~Mitchell~~Company ~~Institute~~completed ~~paper “Securing Cislunar Space and~~ the ~~First~~stock ~~Island~~purchase ~~Off~~agreement ~~the~~to ~~Coast~~acquire 100% of ~~Earth.” As~~ the ~~leading~~issued ~~CLPS provider~~ and ~~the~~outstanding ~~first~~capital ~~company~~stock ~~to have successfully landed and operated on the Moon, we believe we are at the forefront~~ of ~~NASA's push for a sustainable return to the lunar surface~~KinetX, ~~while~~Inc ~~simultaneously driving critical early conversations with the U.S. Department of Defense~~ (“~~U.S. DoD~~KinetX”) ~~and Space Force to secure the Moon and cislunar space to ensure peaceful and strategic operations in this emerging domain~~.

On January 13, 2026, the Company completed the acquisition of 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”).

For further description of these recent acquisitions, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Recent Developments”.

Our Business Strategy

WeFrom ~~are~~Missions ~~a leading space technology, infrastructure, and services company committed~~ to fundamentally disrupting lunar access economics. Our innovative approach focuses on three core pillars (as described below) designed to meet the growing demand for lunar services and establish a robust lunar economy. Infrastructure

~~•Delivery~~Historically, ~~Services~~space ~~provides~~activity has relied on custom systems designed for ~~the~~finite ~~transportation~~missions. ~~and~~Our ~~delivery~~strategy ofis ~~payloads,~~to ~~such~~build systems that can be deployed as, ~~satellites~~missions, ~~scientific~~connected ~~instruments~~into broader networks, and ~~cargo~~operated toas ~~various~~shared ~~destinations~~infrastructure inover ~~space,~~extended inlifecycles. ~~addition~~We believe this transition from missions to ~~rideshare~~infrastructure ~~delivery~~is central to achieving sustained presence in space and ~~lunar~~to ~~surface~~unlocking ~~access~~recurring service opportunities.

Our operating model is organized around three integrated capabilities:

•Build — designing, manufacturing, and delivering spacecraft, landers, satellites, surface systems, propulsion, and avionics for government and commercial customers;

•Connect — integrating deployed assets into communications, navigation, command and control, and data relay networks that enable persistent connectivity; and

•Operate — providing mission operations, hosted payload services, data services, navigation and timing capabilities, and other infrastructure-based offerings.

We believe that operating deployed systems as infrastructure, rather than concluding at delivery, creates opportunities for longer-duration contracts, recurring revenue, and margin expansion over time.

Moon-First Strategy

We are initially focused on the Moon and cislunar space, where U.S. civil and national security policy, funding, and urgency are converging. The Moon is increasingly recognized as a strategic operating environment, supporting exploration, science, national security objectives, and future commercial activity.

Operating at the Moon requires end-to-end, flight-proven capability across precision landing, deep-space communications, navigation, surface operations, and autonomous mission management. Our lunar missions under NASA’s Commercial Lunar Payload Services (“CLPS”) initiative required us to develop integrated systems. We believe this capability positions us to operate persistently in one of the most demanding environments in space.

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~~•Data~~We ~~Transmission~~further ~~Services~~believe ~~offerings~~that ~~include~~demonstrating sustained operations at the ~~collection,~~Moon ~~processing,~~establishes a technical and ~~interpretation~~operational offoundation ~~space-based~~that ~~data,~~can ~~utilizing~~be AIapplied ~~applications~~inward to Earth orbit and outward to Mars. While future opportunities depend on customer demand and funding, ~~such~~we view lunar operations as, ~~command,~~a ~~control,~~proving ~~communications,~~ground ~~reconnaissance~~for ~~and~~scalable ~~prospecting~~space infrastructure.

~~•Infrastructure~~Growth asThrough aOperations ~~Service delivers space assets performing tasks~~ and ~~making decisions without human intervention that are designed to perform essential functions, such as, navigation, maintenance, scientific data collection, and system health monitoring.~~Services

WeWhile ~~integrate~~building ~~these~~and ~~fundamental~~delivering ~~pillars~~spacecraft toremains ~~not~~an ~~only~~important ~~enable~~component ~~access~~of toour ~~the~~business, ~~Moon~~our ~~but~~longer-term ~~also~~strategy ~~lay~~emphasizes ~~the~~operating ~~foundation~~infrastructure ~~for~~and aproviding ~~thriving~~services ~~cislunar~~enabled ~~and~~by ~~deep~~connected ~~space economy~~assets. WeThese ~~believe~~services ~~our~~include ~~delivery,~~ data ~~transmission~~relay, ~~and infrastructure capabilities uniquely position us to drive innovation~~communications, ~~create~~navigation ~~long-tail~~and ~~revenue streams~~timing, ~~and~~mission ultimately support humanity’s push to establish profitable industries in space. We expect to achieve leading time to market across these core pillars driven by our short design to manufacture processoperations, ~~enabled through vertical integration~~ and ~~rapid~~hosted ~~iterative~~payload ~~testing.~~support ~~We leverage technologies developed~~ for ~~our~~multiple ~~three core service pillars to expand into adjacent markets where these capabilities provide a competitive advantage~~users. ~~See Our Services and Solutions below for a detail discussion of our core pillars.~~

We believe that transitioning from milestone-based mission delivery to service-based offerings may support more predictable, recurring revenue and higher margins over time. The timing, scale, and profitability of these services depend on successful mission execution, customer adoption, and continued demand across civil, defense, and commercial markets. We believe that the Lanteris acquisition will help accelerate these growth opportunities.

Total Addressable Market

The Company’s total addressable market spans the full space value chain and includes:

•Earth-based ground stations and mission operations infrastructure

•Satellites operating in LEO, GEO and cislunar space

•Cislunar and lunar-orbit communications and navigation systems and space stations

•Lunar landers delivering payloads, cargo, and infrastructure

•Lunar surface infrastructure, including mobility systems, power systems and autonomous operations

•Space robotic systems

•Future deep-space missions extending to Mars and beyond

We believe the Build-Connect-Operate business strategy enables participation across this entire value chain.

Our Customers and Partners

We are an integral partner to our customers and partners. We execute on our commitments and develop end-to-end mission solutions for our ~~customers’~~commercial, ~~toughest~~civil ~~challenges~~and national security customers.

Our customers include, but are not limited to:

U.S. Government

•NASA. We are partnered with ~~NASA~~ and service NASA ~~through~~by ~~four~~building ~~missions~~power toand ~~date~~propulsion ~~under~~spacecraft, ~~their~~connected ~~CLPS contract program. We work to provide NASA with access to the lunar surface as well as cislunar~~ data ~~for science~~services, ~~technology,~~operating ~~and~~mobility infrastructure., ~~Our IM-1 mission landed 9 degrees from the~~ lunar ~~South~~cargo ~~pole~~delivery inand ~~March~~other ~~2024~~Artemis-related contracts. In ~~March 2025~~2019, ~~our~~NASA ~~IM-2~~awarded ~~mission~~us ~~landed~~a atcontract ~~the~~to ~~southernmost~~develop ~~location~~and ofconstruct the ~~moon,~~power 5and ~~degrees~~propulsion ~~from~~element for the ~~south~~agency’s ~~pole. With~~lunar Gateway (the ~~challenge~~contract ofwas ~~not~~awarded ~~being~~to ~~able~~Lanteris prior to ~~recharge~~ the ~~IM-2~~consummation ~~lander~~of ~~solar panels post landing,~~ the ~~mission~~Lanteris ~~was~~acquisition ~~still~~(as ~~able~~further todiscussed ~~complete several mission and payload milestones~~herein)). We ~~are~~Through ~~also~~strategic ~~one~~acquisition, ofIntuitive ~~three~~Machines ~~prime~~is ~~contractors~~providing ~~for~~advanced ~~NASA~~deep-space ~~developing~~navigation ~~designs~~services for amultiple ~~Lunar~~NASA ~~Terrain Vehicle, that includes the Nova~~Artemis-Drelated ~~lander~~missions. We ~~were~~are one of two awardees for NASA'’s Near Space Network Direct-Toto-Earth data services to the lunar vicinity (1.2) and beyond the lunar vicinity (1.3). We ~~were~~are also the sole awardee for the Near Space Network'’s data relay services (2.2), which will provide a constellation of satellites around the Moon to provide communications and navigation services. Intuitive Machines is one of three prime contractors for NASA’s developing Lunar Terrain Vehicle contract, that includes building the company’s heavy cargo lunar lander spacecraft. Through the agency’s CLPS initiative, Intuitive Machines has secured four lunar surface cargo delivery contracts. The first of four CLPS contracts delivered cargo to the Moon’s south pole in 2024 and the second mission was in 2025.

•National Security Space. We ~~offer~~Intuitive ~~our~~Machines ~~cislunar~~continues ~~service~~to ~~capability~~support tothe ~~customers~~Space inDevelopment ~~the~~Agency ~~National~~(SDA) ~~Security~~Proliferated Warfighter Space Architecture (~~“NSS”~~PWSA). ~~sector,~~The asPWSA ~~well~~consists asof inhundreds ~~civil~~of ~~and~~optically ~~commercial~~linked ~~space.~~small ~~Customer~~satellites ~~needs~~in ~~for transportation~~LEO, ~~data~~delivering ~~transmission,~~rapid ~~and~~capability ~~infrastructure~~to ~~services~~warfighters. ~~are~~In ~~similar~~2022, inour ~~these~~subsidiary ~~sectors~~was ~~and~~selected weto ~~are~~build ~~actively~~16 ~~pursuing~~satellite ~~opportunities~~buses ~~with~~for ~~NSS~~its ~~customers.~~customer, ~~The~~L3Harris ~~Space~~Technologies ~~Forces’~~(L3Harris), ~~requirement~~which towill ~~ensure~~be ~~freedom~~used ofto ~~action~~detect inand ~~space~~track ismissile ~~driving~~threats ~~their~~in ~~initial~~real ~~focus~~time onusing ~~cislunar~~infrared ~~Space~~sensors. ~~Domain~~Since ~~Awareness~~2022, ~~sensors~~we ~~and~~have ~~xGEO~~begun ~~Position~~delivery ~~Navigation~~of ~~and~~these ~~Timing~~satellite ~~solutions~~buses asin aconnection ~~result~~with ofSDA’s ~~the~~Tranche ~~ongoing~~1 ~~efforts~~Tracking byLayer program (the ~~U.S.~~contract ~~and~~was ~~China~~awarded to ~~return~~Lanteris prior to the ~~lunar~~consummation ~~surface~~of inthe aLanteris ~~sustainable manner~~acquisition). In 2024, we were selected for 18 additional spacecraft platforms and

•U.S. Department of Defense. In 2023, we won our first significant award with the U.S. DoD Air Force Research Laboratory, the $9.5 million JETSON Low Power contract.

•State Governments. Many state governments are investing in space economy development, recognizing this as an emerging market with opportunities for growth for their constituents. With facilities in Texas, Arizona, and Maryland, we are actively engaged in partnering with state governments to expand our capabilities for economic growth.

Commercial

Our domestic customers for our first 3 missions include customers such as Columbia Sportswear Company, Nokia Corporation, Aegis Aerospace, Inc., and AstroForge.

International

Our global customers include national space agencies in Europe and Asia. Our largest international customer awarded us a contract for $16.8 million to provide lunar rover services.

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associated support for SDA’s Tranche 2 Tracking Layer program, building on its existing contract for the Tranche 1 Tracking Layer, awarded in 2022 (the contract was awarded to Lanteris prior to the consummation of the Lanteris acquisition). In 2025, Intuitive Machines received an indefinite delivery/indefinite quantity (IDIQ) contract from the Missile Defense Agency for the Scalable Homeland Innovative Enterprise Layered Defense (SHIELD) program. The SHIELD award positions Intuitive Machines to bid on future tasks and services that support the expansive U.S. defense initiative, which covers a broad range of work to strengthen defense against threats from land, sea, air, cyberspace, and space.

•U.S. Department of Defense. In 2023, we won our first significant award with the U.S. DoD Air Force Research Laboratory, the JETSON Low Power contract to design a stealth-like satellite, followed by the JETSON Stirling Technology Space Research Experiment (“START”) contract.

•State Governments. Many state governments are investing in space economy development, recognizing this as an emerging market with opportunities for growth for their constituents. With facilities in Texas, California, Arizona, Maryland, and Colorado we are actively engaged in partnering with state governments to expand our capabilities for economic growth.

Commercial

Our lunar cargo delivery missions include commercial customers including, Columbia Sportswear Company, Nokia Corporation, Aegis Aerospace, AstroForge, Jeff Koons, International Lunar Observatory Association, Galactic Legacy Labs, Lonestar Data Holdings and Lunar Outpost.

The Company, through its recently acquired subsidiary, Lanteris, is a world leader in commercial GEO communication satellites and a global leader in commercial satellite manufacturing. With over three decades of on-orbit performance, the 1300-class spacecraft platform is the world’s most popular GEO satellite with over 95 spacecraft still operational and in service. Key platform features include a scalable, lightweight and high-strength structure, fuel-efficient attitude and station-keeping subsystems. A growing application for commercial geostationary communication satellites is the delivery of data-centric applications, such as consumer broadband, in-flight communication, maritime and 4G/5G cellular backhaul, via high-capacity spot beam satellites commonly referred to as high-throughput satellites (“HTS”). Lanteris introduced the first HTS satellite in 2005, which used the 1300-class bus. Lanteris built JUPITER 3, a transformational Ultra High Density Satellite, for Hughes Network Systems to be designated EchoStar XXIV. This satellite is the world’s largest commercial communications satellite built in the U.S. and powers Hughes Network Systems’ consumer, enterprise, and aeronautical services across the Americas. In addition, Lanteris manufactured a constellation of advanced high-resolution Earth-imaging satellites for Vantor Inc., using its 500-class spacecraft platform.

International

Our global customers include national space agencies in Europe and Asia. Our lunar cargo delivery international customers include, Dymon Corporation, Puli Space, and German Aerospace Center. In addition, we also build geostationary satellites for numerous international telecommunications customers.

Our Partners

Our global-reaching partnerships are integral to our ~~growth~~Build-Connect-Operate business strategy. ~~Under~~Intuitive ~~Delivery~~Machines ~~Services~~is wedeveloping ~~partner~~its ~~with~~Lunar ~~satellite~~Terrain ~~communication~~Vehicle ~~companies,~~for NASA through its global partnership team including, ~~Goonhilly~~AVL, toBoeing, ~~support~~CSIRO, ~~our~~Fugro, ~~ground~~Michelin, ~~services~~Northrop Grumman, and ~~lunar missions~~Roush. ~~For~~The ~~Data~~Company ~~Transmission~~has ~~Services~~connected weits ~~support~~ground ~~our~~data ~~LDN~~ network with ~~various~~ partners, including ~~CesiumAstro~~CSIRO, Goonhilly Earth Station Ltd., and ~~CSIRO~~FUGRO. In addition, ~~under~~in ~~Infrastructure~~December ~~as a Service~~2025, ~~our~~the ~~Moon~~Company ~~Reusable~~signed ~~Autonomous~~a ~~Crewed~~strategic ~~Exploration~~cooperation ~~Rover~~agreement ~~(“RACER”)~~to isadvance ~~being~~interoperable ~~developed~~infrastructures ~~for~~and ~~the~~provide ~~LTV~~communications ~~contract~~and ~~through~~navigation aservices ~~global~~in ~~partnership~~support ~~team~~of ~~including,~~lunar ~~AVL,~~exploration ~~Boeing,~~with ~~Fugro,~~international ~~Michelin~~partners, ~~Northrop Grumman~~Leonardo, and ~~Roush~~Telespazio.

Our Services and Solutions

~~Delivery~~We ~~Services~~are a space infrastructure and services company focused on enabling sustained infrastructure and human activity beyond Earth. We design, build, integrate, and operate space systems and infrastructure supporting civil, national security, and commercial customers across LEO, GEO, cislunar space, and deep space.

WeOur ~~utilize~~strategy ~~our~~is ~~proprietary~~to ~~lunar~~evolve ~~lander~~space ~~vehicles~~activity tofrom ~~service~~discrete, ~~CLPS~~mission-specific ~~contracts~~systems bytoward ~~flying~~continuously ~~NASA~~operating ~~scientific~~infrastructure ~~equipment~~by ~~and~~combining ~~commercial~~spacecraft ~~payloads~~delivery, topersistent ~~the~~connectivity, ~~lunar surface~~ and ~~supporting~~long-duration ~~mission~~ operations. ~~With~~ ~~four~~We ~~CLPS~~organize ~~contracts~~our ~~awarded~~business toaround ~~date,~~an weintegrated ~~are~~Build–Connect–Operate ~~pioneering~~operating ~~lunar~~model, ~~access. We~~which ~~are~~reflects ~~also~~how ~~scaling~~ our ~~lander~~systems ~~capabilities~~are ~~to support larger payloads~~developed, ~~including heavy cargo-class infrastructure delivery for projects like the Lunar Terrain Vehicle (“LTV”)~~deployed, ~~ensuring a reliable path for sustained human~~ and, ~~robotic~~where ~~exploration~~applicable, ofoperated ~~the~~over ~~Moon~~time.

We deliver experiments and technology demonstrations for both NASA and commercial customers, including deployment of the PRIME-1 drill to test for water ice and our Hopper, a drone to test the Nokia LTE network in space. During our IM-2 mission, we were able to conduct science with the PRIME-1 drill, and performed testing on the Nokia LTE network in space. Due to IM-2 mission’s landing anomalies, some payloads, such as the Micro-Nova Hopper was not deployed. The workhorse of the Nova-C lander is the VR900 liquid oxygen (LOX)/liquid methane (LCH4) engine, which is a fully additively manufactured (3D printed) rocket engine, which we design, manufacture, and test in-house at Intuitive Machines’ Lunar Production and Operation Center (LPOC). Building off the solid framework of our Nova-C lander systems and structures, we have designed a scalable production path for the development and construction of additional space vehicles. The Nova-D lander in development, intends to incorporate technologies developed for the Nova-C, and will have multiple variations built to support projected payload capacities of 500-2500 kilograms. The Nova-D has completed System Definition Review (SDR) and Preliminary Technical Reviews (PTRs). Our largest lander, the Nova-M, will use VR3500 engines to carry approximately 5,000-7,500 kilograms of payload to the lunar surface. Nova-M is a future development effort. These options are designed to afford flexibility for our customers as we pioneer a thriving, diverse lunar economy and enable a permanent presence on the Moon. Importantly, they are also all based on the same flight-proven LOX/Methane technology, which is designed and manufactured in-house.

As of December 31, 2024, the contracted value of our Delivery Services pillar includes $430.2 million of NASA CLPS and Tipping Point contracts, $52.4 million of commercial payloads, and $36.3 million of rideshares contracted on IM-2, IM-3 and IM-4. In addition, as of December 31, 2024, we have $1.6 million in commercial sponsorships and content sales, which provides us with another source of revenue outside of our core operations. Our three NASA lunar missions are contracted to fly on SpaceX’s Falcon 9.

Revenue streams from delivery services are expected to include transportation and delivery of payloads (satellites, scientific instruments, and cargo) to various destinations in space, including rapid in-space mobility solutions enabled by our proprietary engine technology.

Data Transmission Services

We believe that our Data Transmission Services offering is made up of a validated and complete lunar communications solution. Our Lunar Data Network (“LDN”) consists of our Nova Control Center (“NCC”), our existing global collection of dishes called the Lunar Telemetry, Tracking and Communications Network (“LTN”), and a constellation of Lunar Data Network Satellites to be deployed as part of our NSN 2.2 contract award.

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~~awardee~~While ofmany ~~the initial tranche~~ of ~~NSN~~our current contracts, weremain ~~are~~mission-based ~~deploying a constellation of lunar relay satellites to provide continuous cislunar communication~~ and ~~navigation services. This capability supports NASA’s Artemis missions while introducing a scalable, pay~~milestone-~~by-the-minute data service model~~driven, ~~enabling~~we ~~enhanced~~design ~~video,~~systems ~~telemetry,~~with ~~and autonomous navigation. Our strategy leverages~~ the ~~additional~~intent ~~performance capacity of our lunar landers~~ to ~~deploy~~support ~~satellites~~extended atoperations ~~marginal costs, creating a robust~~ and ~~cost-effective~~future ~~lunar~~service ~~communication~~opportunities ~~infrastructure~~as ~~that~~deployed ~~forms~~assets ~~the~~become ~~data~~connected ~~backbone of our cislunar operations. We believe providing these lunar data~~ and ~~navigation~~operational ~~services to NASA, NSS, and commercial/international customers will be an increasingly important priority~~infrastructure.

In December 2024, NASA awarded Intuitive Machines NSN contracts for DTE services for the lunar vicinity (NSN 1.2) and beyond the lunar vicinity (NSN 1.3). These contracts allow use of terrestrial ground stations to support science missions in lunar orbit, on the lunar surface, or beyond the Moon. Our network is secured by layered levels of protection including advanced architecture, enterprise-level endpoint and antivirus protection, and Splunk advanced Security Information & Event Management (“SIEM”) control. Our Network Control Center (“NCC”) is located at our headquarters in Houston, Texas and was built from the ground up. NCC enables collaboration, innovation and seamless operations, in this 24-hour facility that was designed to provide tracking, telemetry and communications support for cislunar space and the surface of the Moon.Build

~~Once established and deployed~~Spacecraft, ~~the data transmission services are expected to include and support NASA~~Satellites, ~~U.S. national security, international,~~ and ~~commercial~~Surface ~~data needs. We will collect, transmit, and monetize data buys from data collected in-transit to the moon, in a variety of cislunar orbits, and on the surface of the moon for our future missions.~~Systems

~~Infrastructure~~Build encompasses the design, manufacture, integration, testing, and delivery of spacecraft, satellites, landers, surface systems, and related technologies. These activities are primarily conducted under government and commercial contracts that provide funding to develop and deploy space systems that may serve as along-lived ~~Service~~assets. Our build capabilities include flight-proven spacecraft platforms, high-rate satellite manufacturing, propulsion and power systems, avionics, autonomy software, and systems engineering supporting operations in LEO, GEO, cislunar orbit, interplanetary, and deep-space.

~~Our~~Representative ~~Infrastructure~~Programs ~~as a Service pillar delivers essential systems~~ and platforms to enable sustainable lunar exploration and commercial activity. By focusing on mobility, energy, and operational capabilities, we are creating the foundational infrastructure needed to support NASA’s Artemis campaign and commercial endeavors on the Moon. Key areas of focus include the LTV, its commercialization potential, and the Fission Surface Power (“FSP”) initiative, all designed to build a thriving and sustainable lunar economy.Contracts

~~During~~Civil 2024, NASA awarded Intuitive Machines $30.8 million for the LTV contract to support the agency’s Artemis Campaign as a prime contractor, leading the development of the Moon RACER, within NASA’s $4.6 billion LTV Services project. Designed to operate in extreme lunar conditions, including the Moon's South Pole, the LTV features advanced autonomous driving, power management, and communications systems. Engineered with input from Apollo-era astronauts, the Moon RACER combines modern technology with practical design elements like ergonomic controls and dual-side operability to optimize performance for Artemis astronauts. Delivered by our Nova-D cargo-class lunar lander, the LTV enhances crewed and robotic exploration capabilities by enabling the transport of scientific equipment, infrastructure, and lunar resources across vast distances.Space:

~~Beyond~~ •NASA’s ~~Artemis~~CLPS ~~program~~missions, weincluding ~~are~~our ~~driving~~IM-3 the commercialization of the LTV to support diverse lunar infrastructure needs. The LTV is designed to manage a network of modular trailers that can support various applications, such as regolith harvesting, resource mining, biomanufacturing, and ~~power generation. This innovative operational model mirrors Earth’s semi~~IM-~~truck~~4 and trailer logistics system, providing scalable and flexible mobility solutions on the Moon. Our LTV Commercialization Committee is actively engaging with science and business stakeholders to refine use cases, develop operational requirements, and determine pricing strategies for these services. By offering commercial mobility solutions, we aim to enable lunar ~~businesses~~delivery ~~to thrive and extend the value of the LTV far beyond Artemis~~ missions.

To•NASA ~~address~~Lunar ~~the~~Terrain ~~critical~~Vehicle ~~need for reliable, continuous power on the Moon, we have collaborated with X-energy through the IX, LLC joint venture~~ (~~further described in Note 15 - Variable Interest Entities~~“LTV”) ~~to develop a FSP~~ system. ~~This IX team was awarded a $5 million Phase 1 contract by NASA~~ and ~~the~~heavy ~~Department~~cargo ~~of Energy, and the IM-led team is maturing the design to support NASA’s fission reactor future and evolving needs to provide sustainable energy for~~ lunar ~~habitats,~~lander ~~research~~development ~~stations,~~ and ~~autonomous~~demonstration ~~operations. Integrated with our landers and lunar infrastructure, the FSP system is pivotal for supporting long-duration~~ missions in harsh lunar environments, including 14-day lunar nights. In August 2024, the IX team was awarded a $2.9 million follow-on contract (Phase 1A) to continue to mature the design and conduct technology demonstrations to validate heat transfer to support energy generation. Leveraging our expertise in spacecraft design and lunar operations, Intuitive Machines is developing a reliable power source that not only supports NASA’s Artemis program but also lays the groundwork for future Mars exploration and commercial power needs.

By•NASA ~~delivering~~Gateway ~~mobility,~~Power ~~power,~~ and ~~operational~~Propulsion ~~capabilities~~Element as(“PPE”) ~~services,~~satellite ~~Intuitive Machines is enabling a new era of exploration and sustainable economic growth, establishing the Moon as a thriving hub for science, commerce, and human expansion.~~development

•Fission Surface Power (“FSP”) system development activities

National Security Space:

•Space Development Agency (“SDA”) Tranche 1, 2 and 3, and future transport and tracking layer satellite production

•National security satellite programs based on the IM 300, IM 500, and IM 1300 spacecraft series

•Orbital transfer vehicle development and mobility systems

•JETSON Low Power contract to design a stealth-like satellite

Commercial:

•GEO communications satellite manufacturing programs, including flexible payload and replacement architectures

•Commercial satellite production and hosted payload integration activities

•Commercial customers on our lunar surface cargo delivery contracts

These build contracts generate the majority of our near-term revenue and provide the foundation for subsequent network integration and operational services

Connect

Persistent Communications and Data Networks

Connect encompasses the integration of deployed spacecraft and systems into command, control, communications, navigation, and data relay networks that enable persistent connectivity across the space domain. Our connect capabilities include ground network services, lunar and deep-space communications, constellation networking, and network integration. These capabilities allow delivered systems to transition from standalone mission assets into connected infrastructure capable of sustained operations, data transmission, and multi-user access.

Representative Programs and Contracts

Civil Space:

•NASA Near Space Network (“NSN”) services ground network and data relay services

•Lunar Data Relay satellite system development and deployment

National Security Space:

•Space domain awareness and tracking network connectivity

•Constellation management and navigation support services

Commercial:

•Future commercial ground station services and data transport

•Hosted payload data relay and network access services

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~~Adjacent~~Connect activities support both contract-based service revenue and ~~Opportunistic~~enable ~~Market~~future ~~Opportunities~~infrastructure operations by providing persistent access to deployed assets and data.

Due to Intuitive Machines’ unique technology platforms and engineering expertise, we are also pursuing and executing on business opportunities outside the three core pillars for customers aligned with our talent and product offerings. This includes work on the JETSON Low Power project for the Air Force Research Laboratory (AFRL), the development of scalable reentry technologies, and federal engineering services contracts at various NASA centers. Operate

InMission ~~the~~Operations ~~$9.5 million JETSON Low Power project, we are helping AFRL develop the architecture~~ and ~~technology for deploying and maintaining a network of navigation beacons in cislunar space that require little~~Infrastructure-toas-~~no support once delivered to their orbits. This includes~~ a ~~new radioisotope power generator that gives IM invaluable experience with nuclear power systems that can be applied to future lunar surface infrastructure, such as NASA’s FSP program.~~-Service

WeOperate ~~have~~encompasses ~~also~~mission ~~made~~operations ~~significant~~and ~~progress~~infrastructure-enabled ~~to date in federal~~ services ~~contracts.~~delivered ~~Our~~using ~~federal~~deployed ~~service~~and ~~contracts~~connected ~~provide~~assets. usThese ~~access~~offerings toinclude ~~one~~spacecraft ofand ~~our~~mission ~~key customers~~operations, ~~NASA,~~navigation ~~allows~~and ustiming toservices, ~~develop~~hosted ~~technologies~~payload ~~important~~data ~~for~~services, ~~the~~autonomous ~~cislunar~~system ~~economy~~management, and ~~provides~~resilient ainfrastructure ~~skilled labor force which can~~ support ~~our three core pillars~~. In ~~2023,~~Our weoperate ~~were~~activities ~~awarded~~are asintended ~~the~~to ~~prime~~extend ~~contractor by NASA on~~ the ~~OMES~~value ~~III~~of ~~contract,~~deployed ~~with~~systems abeyond ~~focus~~initial onmission ~~spacecraft~~objectives ~~mechanisms~~ and ~~robotics. In~~support ~~addition in 2024, we were also selected as an awardee under~~ the ~~One~~development ~~Acquisition~~of ~~Solution~~longer-duration, ~~for~~service-based ~~Integrated~~offerings ~~Services~~with ~~Plus~~recurring ~~Multi-Agency~~revenue ~~Contract~~characteristics ~~(“OASIS+”).~~over time.

Representative Programs and Contracts

Civil Space:

•Mission operations for lunar delivery and surface systems

•Fission Surface Power surface operations and utility services

National Security Space:

•Persistent constellation operations and mission support

•Alternative positioning, navigation, and timing (“PNT”) services

•Space domain awareness operations and data services

Commercial:

•Hosted payload operations and data services

•Mission operations and constellation management for commercial satellite operators

Our Competition

Competition in our addressable market is mainly divided between incumbents, such as Lockheed Martin and Blue Origin who pursue larger, more complex contracts such as crewed lunar missions, and next generation players, including our competitors on the CLPS contract such as Astrobotic and Firefly Aerospace. Competitors for the next phases of LTVS include Lunar Outpost and Astrolab Venturi and our competitors for the NSN contract included Kongsberg Satellite Services (“KSAT”), Swedish Space Corporation (“SSC”), and Telespazio. Competitors of the Company’s recently acquired subsidiary, Lanteris, include, with respect to civil space missions various companies including BAE Systems, Blue Origin, Boeing, Lockheed Martin, Northrop Grumman, SpaceX, and Voyager. For national security and defense market opportunities relevant to Lanteris, competitors include BAE Systems, K2 Space, Lockheed Martin, Millenium Space Systems, Northrop Grumman, Rocket Lab, and York Space Systems. Lanteris’ primary competitors for commercial geostationary satellite construction projects are Airbus, Astranis, Northrop Grumman, and ThalesAlenia Space.

Our Operations

Sales: Our sales organization operates directly and via our extensive customer and partner network, which spans across North America, South America, Europe, Asia, and Australia. Our partner network consists of our rideshare delivery providers, lunar surface mobility providers, payload providers, communication satellite provider, and ground segment providers.

The main responsibilities for our sales organization include ensuring contract renewals, maintaining relationships and expanding business with existing customers and partners, and acquiring new customers. We have deep expertise in capture efforts with the government customers, and have established processes to succeed with such customers. We leverage extensive existing relationships as well as our partner network and direct sales efforts to continue to win and grow business with commercial customers.

We work closely with our customers and partners to enable their success. Deeper adoption from our customers comes in many forms, including delivery of payloads to lunar orbit and the lunar surface, data and data relay services for users in the lunar vicinity, orbital services, lunar surface infrastructure, and space products and services.

Research and Development: Our research and development (“R&D”) team is integrated across our engineering organization to leverage the best engineers within each discipline and prevent stovepipes within our technology, yielding fully integrated systems that reduce time to market. Our R&D ~~scope~~team ~~includes~~is ~~company~~also ~~rollover,~~responsible ~~acquisition,~~for ~~optimizing~~developing ~~capital~~and ~~structure,~~innovating ~~and~~our ~~general~~proprietary ~~corporate~~technology ~~purposes~~platforms. Our ~~R&D~~current ~~team~~and isfuture ~~also~~business ~~responsible~~is ~~for~~dependent on developing new enhancements and ~~innovating~~technology that go into our ~~proprietary~~existing ~~technology~~and ~~platforms~~future products. We intend to continue our focus on research and development and

We continue to invest in R&D, particularly as it relates to “survive the night” and our larger lander design to make our platform more accessible to a wider range of customers, as well as innovating our space technology to capture various types of data efficiently. Current priorities include advancing our pump and tank technologies to gain greater efficiencies and performance.

Marketing: Our marketing team utilizes a multi-channel approach to develop and increase our brand awareness, position and communicate the value of our differentiated offering, and develop engaging outbound demand-generation campaigns.

The team drives our overall market positioning and messaging across our key audiences and vertical markets, as well as provides strategic go-to-market assessments of use cases that emerge from new product capabilities and the market landscape. Our communications team works with targeted industry influencers and media outlets to drive interest through media channels, including blogs, social media, and video. This approach is important for our strategy to capture the entire market opportunity encompassing not only NASA and U.S. DoD, but also commercial aerospace and non-traditional customer segments engaged in partnership and content activity, who value brand activation from these engagements.

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product enhancements as a key strategy for innovation and growth. Our current areas of focus include enhancement of our Lanteris 300TM satellite bus and modernization of the Lanteris 1300TM satellite bus.

We also continue to invest in R&D, particularly as it relates to “survive the night” and our larger lander design to make our platform more accessible to a wider range of customers, as well as innovating our space technology to capture various types of data efficiently. Current priorities include advancing our pump and tank technologies to gain greater efficiencies and performance.

Supply Chain

Our ability to manufacture and operate our spacecraft is dependent upon sufficient availability of raw materials and supplied components including avionics, flight computers, radios, electrical power systems and fuel tanks. Disruptions in the supply of these materials or components could adversely affect our manufacturing schedules, mission timelines, and operating results.

We obtain raw materials and components from suppliers that we believe to be reputable and ~~reliable. We~~ have established ~~and~~internal ~~follow~~supplier ~~internal~~qualification and quality control processes to ~~source~~consider ~~suppliers, considering~~ quality, cost, delivery performance, and lead-time. We ~~instill~~assign responsibility for quality at the ~~lead~~program ~~level~~and functional leadership levels to help ensure ~~our~~that ~~suppliers~~the supplied components and internally ~~built~~manufactured hardware meet the required quality standards. ~~While we largely source raw materials~~ and ~~components~~specifications. ~~from multiple sources~~However, ~~in some cases raw materials and components are sourced from a limited number of suppliers. In~~ these ~~situations,~~controls as we endeavor to diversify our supply chain, we manage this risk through using material requirements planning, including material forecasting and planning, safety stock, and bulk and advance buying with focused efforts on long-lead items. Also, for a further discussion on our supply chain risks, see Part I, Item 1A Risk Factors of this Annual Report, “We rely on a limited number of suppliers for certain materials and supplied components. We may not beprevent ~~able~~all toquality ~~obtain~~issues, ~~sufficient materials or supplied components to meet our manufacturing and operating needs~~delays, or ~~obtain~~supply ~~such materials on favorable terms~~disruptions.”

~~Manufacturing~~While we generally seek to source raw materials and components from multiple sources, ~~Assembly~~certain materials and ~~Operations~~components are available from a limited number of qualified suppliers. In these situations, we face increased risk of supply disruption due to factors beyond our control, including capacity constraints, quality issues, geopolitical events, regulatory requirements, or supplier financial instability. The qualification of alternative suppliers may be time-consuming and costly and may not be feasible in all cases.

~~Houston, Texas.~~ We ~~have~~seek ato ~~leased~~mitigate ~~integrated~~supply ~~manufacturing~~chain ~~facility~~risks ~~in Houston~~through, TXmaterial ~~which~~requirements ~~includes~~planning, ~~our~~including ~~corporate~~demand ~~headquarters~~forecasting, ~~and~~safety ~~Lunar~~stock ~~Production~~strategies, and ~~Operations~~bulk ~~Center~~and ~~(“LPOC”)~~advance atpurchasing, ~~the~~particularly ~~Houston~~for ~~Spaceport~~long-lead atitems. ~~Ellington~~Despite ~~Airport. The~~these ~~center~~efforts, ~~was~~supply ~~completed~~chain indisruptions ~~late~~could ~~2023~~occur and ~~spans~~may ~~across~~not ~~about~~be ~~12.5~~fully ~~acres~~mitigated, ofwhich ~~real~~could ~~estate,~~materially ~~and~~adversely ~~has~~affect ~~more~~our ~~than 100~~business,~~000~~ ~~square~~financial ~~feet~~condition, ~~of office~~ and ~~advanced~~results ~~production~~of ~~space~~operations. ~~The~~Also, ~~LPOC~~for ~~serves as~~ a ~~production~~further ~~and~~discussion ~~testing~~on ~~facility~~our ofsupply ~~lunar~~chain ~~lander~~risks, ~~components~~see ~~and~~Part ~~other~~I, ~~aerospace~~Item ~~related~~1A ~~operations. Our~~Risk ~~LPOC features tiered storage~~Factors, an“We ~~advanced~~rely ~~loading~~on ~~dock, and~~ a ~~production~~limited ~~area~~number ~~with 45-foot ceilings and crane capable~~ of ~~handling~~suppliers ~~all~~for ~~Nova~~certain ~~Lunar~~materials ~~Lander designs. The manufacturing capability supports R&D, rapid prototyping~~ and ~~flight~~supplied ~~level~~components. ~~hardware~~We inmay annot ~~integrated~~be ~~and~~able ~~disciplined~~to ~~manner~~obtain ~~applying~~sufficient ~~the~~materials ~~correct~~or ~~level~~supplied ofcomponents ~~rigor~~ to ~~the~~meet ~~appropriate~~our ~~process.~~manufacturing ~~We are ISO 9001:2015~~ and ~~AS9100D~~operating ~~certified~~needs ~~and~~or ~~adhere~~obtain tosuch ~~the~~materials ~~appropriate quality and process controls~~ on afavorable ~~continuous basis~~terms. ~~See “Item 2 Properties~~” ~~for further discussion of our facilities.~~

Glen Burnie, Maryland. In 2024, we expanded our Maryland presence and opened our leased 22,000 square foot Maryland facility that focuses on mechanisms and robotics. This facility builds and tests space-flight equipment and hardware. The staff consists primarily of mechanical and aerospace engineers, as well as electromechanical technicians and related engineering support staff.

Phoenix, Arizona. In 2024, in connection with the Lunar Reconnaissance Orbiter Camera (“LROC”) and Shadow Cam subcontracts, we opened our leased 16,000 square foot lunar data analytics facility in Phoenix, Arizona where we perform operations for lunar assets and operations, analyze landing site and mobility paths on the Moon.

Human Capital

As of December 31, ~~2024~~2025, we had ~~435~~525 employees throughout our operations~~. At Intuitive Machines~~, ~~our~~including ~~human~~the ~~capital~~employees ~~management~~added ~~approach~~through ~~starts~~the ~~with~~acquisition aof ~~foundation~~KinetX inon ~~our~~October ~~core RIDE Values of Respect~~1, ~~Integrity, Dedication and Excellence~~2025. We ~~value~~On ~~technical~~January ~~expertise~~13, ~~original thinking~~2026, ~~adaptability,~~Intuitive ~~and~~Machines acompleted ~~willingness~~the toacquisition ~~collaborate~~of ~~with our excellent team~~Lanteris. ~~While~~As ~~our~~a ~~original~~result ~~workforce~~of isthis ~~rooted in aerospace~~transaction, we ~~welcome~~had ~~new~~approximately ~~perspectives~~1,695 ~~and technology expertise as we grow. We extend our corporate culture to create a safe and welcoming environment for all~~ employees toacross ~~reach their full potential, which improves performance outcomes, increases productivity, and boosts retention, employee morale and fellowship. From~~ our ~~lunar~~combined operations & production center in Houston, Texas, to our new mechanisms and robotics facility in Glen Burnie, Maryland, to our newest office for data scientists in Phoenix, Arizona, we’re deliberately creating onsite workspaces that are specific to our needs, allow for growth, and foster collaboration and innovation.

~~Intellectual~~At ~~Property~~Intuitive Machines, our human capital management approach is grounded in our core RIDE values of Respect, Integrity, Dedication, and Excellence. These values guide how we operate as a space infrastructure company and inform how we work together to build spacecraft, connect networks, and operate mission-critical systems across the space domain. Our workforce is composed primarily of engineers, scientists, technicians, and business professionals who support the delivery of end-to-end mission solutions for civil, commercial, and national security customers.

~~The protection of our technology and intellectual property is an important aspect of our business.~~ We ~~rely~~emphasize ~~upon~~disciplined ~~a combination of trademarks~~execution, ~~unpatented~~technical ~~trade secrets~~rigor, ~~unpatented know-how~~accountability, ~~copyrights, license agreements, confidentiality procedures, contractual commitments~~ and ~~other~~collaboration ~~legal~~across ~~rights~~teams ~~to establish~~ and ~~protect our intellectual property~~geographies. WeOperating ~~enter~~in ~~into~~a ~~confidentiality~~high-consequence ~~agreements~~mission ~~and~~environment, ~~invention or work product assignment agreements with~~ our employees, ~~suppliers,~~contribute ~~and~~across ~~consultants~~the tofull ~~protect,~~lifecycle ~~control~~of ~~access~~space toinfrastructure, ~~and~~from ~~clarify~~design ~~ownership of, our proprietary information. We continually review~~ and ~~update~~manufacturing ~~our intellectual property portfolio~~ to ~~help~~integration, ~~ensure~~mission ~~that~~operations, ~~we have adequate protections~~ and ~~rights~~lifecycle support.

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Attracting and Engaging Talent

We compete for talent in highly specialized and competitive technical fields, including but not limited to aerospace engineering, robotics, software, data science, manufacturing, and mission operations. Our people practices reflect the need to operate as one organization with shared standards and a unified purpose. We seek to foster a work environment that supports collaboration, knowledge-sharing, and alignment across disciplines, locations, and legacy organizations.

Total Rewards

Our total rewards programs include market-based compensation, performance-linked incentives, equity-based awards, and a comprehensive benefits portfolio. These programs are structured to support the attraction and retention of a highly skilled workforce and to align employee interests with company performance and long-term value creation. Compensation and benefits practices are administered in accordance with applicable legal and regulatory requirements across the jurisdictions in which we operate.

Workplace and Footprint

Our operations span multiple U.S. locations, including our lunar operations and production center in Houston, Texas; a mechanisms and robotics facility in Glen Burnie, Maryland; and engineering and data science offices in Phoenix, Arizona, among others. On October 1, 2025, we completed the acquisition of KinetX, expanding our operating footprint to include additional locations in Arizona, Colorado, and California. On January 13, 2026, we completed the acquisition of Lanteris, which significantly expanded our workforce and operating presence, primarily in California, along with additional engineering and manufacturing sites. Across our facilities, we maintain work environments intended to support collaboration, mission assurance, and the disciplined execution required to deliver reliable space infrastructure solutions at scale.

Intellectual Property

The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of patents, trademarks, unpatented trade secrets, unpatented know-how, copyrights, license agreements, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property. We enter into confidentiality agreements and invention or work product assignment agreements with our employees, suppliers, and consultants to protect, control access to, and clarify ownership of, our proprietary information and other intellectual property. We continually review and update our intellectual property portfolio to help ensure that we have adequate protections and rights.

Government and Environmental Regulations

Government Regulations

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur or will incur costs to monitor and take actions to comply with governmental regulations that are or will be applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, export and import control, economic sanctions and trade embargo laws and restrictions and regulations of the U.S. Department of Transportation, Federal Aviation Administration (“FAA”), Federal Communications Commission (“FCC”) and other government agencies in the United States.

We contract with U.S. government agencies and entities, principally NASA, which requires that we comply with various laws and regulations relating to the formation, administration and performance of contracts. U.S. government contracts are generally subject to the Federal Acquisition Regulation (the “FAR”), which sets forth policies, procedures and requirements for the acquisition of goods and services by the U.S. government, other agency-specific regulations that implement or supplement the FAR and other applicable laws and regulations. These regulations impose a broad range of requirements, many of which are unique to government contracting, including various procurement, import and export, security, contract pricing and cost, contract termination and adjustment and audit requirements. Depending on the contract, these laws and regulations require, among other things:

•certification and disclosure of all cost and pricing data in connection with certain contract negotiations;

•defining allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-type U.S. government contracts;

•compliance with Cost Accounting Standards for U.S. government contracts (“CAS”);

•reviews by the Defense Contract Audit Agency (“DCAA”), Defense Contract Management Agency (“DCMA”) and other regulatory agencies for compliance with ~~a contractor’s~~ business systems requirements;

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•restricting the use and dissemination of and require the protection of unclassified contract-related information and information classified for national security purposes and the export of certain products and technical data; and

•prohibiting competing for work if an actual or potential organizational conflict of interest, as defined by these laws and regulations, related to such work exists and/or cannot be appropriately mitigated, neutralized or avoided.

We perform certain contracts under cost-reimbursable contracts with NASA and other U.S. governmental agencies. If the U.S. government concludes costs charged to a contract are not reimbursable under the terms of the contract or applicable procurement regulations, these costs are disallowed or, if already reimbursed, we may be required to refund the reimbursed amounts to the customer. Such conditions may also include interest and other financial penalties. If performance issues arise under any of our government contracts, the customer retains the right to pursue remedies, which could include termination under any affected contract. Generally, our customers have the contractual right to terminate or reduce the amount of work under our contracts at any time.

Further, our business is subject to, and we must comply with, stringent U.S. import and export control laws, including the International Trade in Arms Regulations administered by the U.S. Department of State (“ITAR”) and the Export Administration Regulations (“EAR”). See “Risk Factors - Risks Relating to Our Business and Industry” for a discussion of material risks to us, including, to the extent material, to our competitive position, relating to governmental regulations, and see “Management’s Discussion and Analysis of Financial Condition and Results of Operation” together with our consolidated financial statements, including the related notes included therein, for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings.

Environmental Regulations

We are subject to various federal, state, provincial, local, and international environmental laws and regulations relating to the operation of our business, including those governing pollution, the handling, storage, disposal and transportation of hazardous substances and the cleanup of contamination should it arise. The imposition of more stringent standards or requirements under environmental laws or regulations or a determination that we are responsible for a release of hazardous substances at our sites could result in significant costs, including cleanup costs, fines, sanctions, and third-party claims. In addition, we could be affected by future regulations imposed in response to concerns over climate change, other aspects of the environment or natural resources.

At this time, we do not believe that federal, state, and local laws and regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, or any existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business.

7Our operations are regulated under various federal, state, local and international laws governing the environment, including laws governing the discharge of EPA’s Criteria Air Pollutants, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. We have infrastructure in place to ensure that our operations are in compliance with all applicable environmental regulations. We do not believe that the costs of compliance with these laws and regulations will have a material adverse effect on our capital expenditures, operating results or competitive position. The imposition of more stringent standards or requirements under environmental laws or regulations or a determination that we are responsible for the release of hazardous substances at our sites could result in expenditures in excess of amounts currently estimated to be required for such matters. We have been designated, along with numerous other companies, as a potentially responsible party for the clean-up of several hazardous waste sites. Based on currently available information, we do not believe that any costs incurred in connection with such sites will have a material adverse effect on our financial condition, results of operations, capital expenditures or competitive position. There can be no assurance that additional environmental matters will not arise in the future, or that costs will not be incurred with respect to sites at which no problem is currently known.

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legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business.

Available Information

Our website address is www.intuitivemachines.com. The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual Report. We make our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, as well as beneficial ownership filings available free of charge on our website under the “Investors” section as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC.

We may use our website as a distribution channel of material information about us. Financial and other important information regarding the Company is routinely posted on and accessible through the Investors section of our website at www.investors.intuitivemachines.com.

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Item 1A. Risk Factors

You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. ~~The risks and uncertainties described below are not the only ones we face.~~ Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.

Risks Related to Our Business and Industry

Our ability to be successful depends upon the efforts of our Board and key personnel and the loss of such persons could negatively impact the operations and profitability of our business.

Our ability to be successful will be dependent upon the efforts of our Board and key personnel. We cannot assure you that our Board and key personnel will be effective or successful or remain with us. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause our management to expend time and resources becoming familiar with such requirements.

These challenges and uncertainties may impair our ability to attract, retain and motivate key personnel. The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with us could have a negative effect on our business, financial condition, orand results of operations.

~~Our~~As ~~limited~~part ~~operating~~of ~~history~~growing ~~makes~~our itbusiness, ~~difficult~~we have made and may continue to ~~evaluate~~make ~~our~~acquisitions. ~~future~~Any ~~prospects~~acquisitions, ~~and~~partnerships ~~the~~or joint ventures into which we enter subject us to integration risks and ~~challenges~~could wedisrupt ~~may~~our ~~encounter~~operations and have a material adverse effect on our business, financial condition, and results of operations.

WeFrom ~~have~~time ato ~~limited~~time, ~~operating~~we ~~history~~may inevaluate apotential ~~rapidly~~strategic ~~evolving~~acquisitions ~~industry~~of ~~that~~businesses, ~~may~~including ~~not~~partnerships ~~develop~~or injoint aventures ~~manner~~with ~~favorable~~third parties, to ~~our~~add ~~business.~~new ~~While~~products ~~our~~and ~~business~~technologies, ~~has~~acquire ~~grown~~talent, ~~and~~grow ~~much~~new ofsales ~~that~~channels ~~growth~~or ~~has~~enter ~~occurred~~into innew ~~recent~~markets ~~periods,~~or ~~the~~sales ~~markets~~territories. ~~for~~For ~~launch services~~example, ~~space~~on ~~systems~~November 3, ~~spacecraft~~2025, ~~components~~the ~~and~~Company ~~space~~entered ~~data~~into ~~applications~~the ~~may~~Lanteris ~~not~~Purchase ~~continue~~Agreement (defined herein), to ~~develop~~acquire inLanteris, awhich ~~manner~~closed ~~that~~in weJanuary ~~expect~~13, or2026. ~~that~~We ~~otherwise~~may ~~would~~not be ~~favorable~~able to ~~our~~continue ~~business.~~the Asoperational asuccess ~~result~~ of ~~our~~Lanteris ~~limited~~or ~~operating~~other ~~history~~businesses ~~and~~we ~~ongoing~~acquire ~~changes~~or insuccessfully ~~our~~finance ~~new~~or ~~and~~integrate ~~evolving~~such ~~industry,~~businesses ~~including~~or ~~evolving~~the ~~demand~~businesses ~~for~~with ~~our~~which ~~products~~we ~~and~~form ~~services,~~a ~~our~~partnership ~~ability~~or tojoint ~~forecast~~venture. ~~our~~Furthermore, ~~future~~the ~~results~~integration of ~~operations~~Lanteris ~~and~~or ~~plan~~any ~~for~~acquisition ~~and~~may ~~model~~divert ~~future~~management’s ~~growth~~time ~~is limited~~ and ~~subject~~resources tofrom aour ~~number~~core ofbusiness ~~uncertainties.~~and Wedisrupt ~~have~~our ~~encountered~~operations ~~and~~or ~~expect~~may toresult ~~continue~~in toconflicts ~~encounter~~with ~~risks~~our ~~and~~business. ~~uncertainties~~Any ~~frequently~~acquisition, ~~experienced~~partnership byor ~~growing~~joint ~~companies~~venture inmay ~~rapidly~~not ~~evolving~~be ~~industries~~successful, ~~such~~may asreduce ~~the~~our ~~risks~~cash ~~and uncertainties described herein. Accordingly~~reserves, we may benegatively ~~unable~~affect toour ~~prepare~~earnings ~~accurate~~and ~~internal~~ financial ~~forecasts~~performance orand, ~~replace~~to ~~anticipated~~the ~~revenue~~extent ~~that~~financed wewith dothe ~~not~~proceeds ~~receive~~of asdebt, amay ~~result~~increase ofour ~~delays~~indebtedness. ~~arising~~Further, ~~from~~depending ~~these~~on ~~factors~~market orconditions, ~~cancellations~~investor perceptions of ~~government~~the ~~programs,~~Company and ~~our~~other ~~results~~factors, ofwe ~~operations~~might innot ~~future~~be ~~reporting~~able ~~periods~~to ~~may~~obtain befinancing ~~below~~on ~~the~~acceptable ~~expectations~~terms, ~~of investors~~ or ~~analysts.~~at Ifall, weto doimplement ~~not~~any ~~address~~such ~~these~~transaction. ~~risks~~We ~~successfully,~~cannot ~~our~~ensure ~~results~~that ofany ~~operations~~acquisition, ~~could~~partnership ~~differ~~or ~~materially~~joint ~~from~~venture ~~our~~we ~~estimates~~make ~~and~~will ~~forecasts~~not orhave ~~the~~a ~~expectations~~material ofadverse ~~investors~~effect oron ~~analysts, causing~~ our business, tofinancial ~~suffer~~condition, and ~~our~~results ~~common~~of ~~stock price to decline~~operations.

IfIn weaddition ~~fail~~ to ~~manage~~possible ~~our~~shareholder ~~growth effectively~~approval, we may beneed ~~unable~~approvals and licenses from relevant government authorities for the acquisitions to ~~execute~~comply with applicable laws and regulations, and a failure to obtain such approvals and licenses could result in delays in completing an acquisition and increased costs and may disrupt our business ~~plan~~strategy. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of ~~operations~~substantial amounts of cash, potentially dilutive issuances of equity securities and ~~financial~~potential ~~condition~~exposure ~~could~~to unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be ~~harmed~~significant.

If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed.

In order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services. We intend to expand our operations significantly. To properly manage our growth, we will need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Our future expansion will include:

•hiring and training new personnel;

•developing new technologies;

•controlling expenses and investments in anticipation of expanded operations;

•continuing to improve the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

•implementing and enhancing administrative infrastructure, systems and processes.

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~~other~~•continuing ~~resources, including in industries and sales channels in which we have limited experience~~ to ~~date.~~improve Wethe ~~will~~existing ~~also~~operational ~~need~~management ~~to continue to leverage our manufacturing~~ and ~~operational~~financial reporting systems and ~~processes,~~team ~~and there is no guarantee that we will be able~~ to ~~scale~~comply ~~the~~with ~~business~~requirements as ~~currently~~a ~~planned~~public orcompany; ~~within the planned timeframe. The continued expansion of our business may also require additional manufacturing~~ and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for the manufacture of our space vehicles and related equipment.

•implementing and enhancing administrative infrastructure, systems and processes.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, information technology, cybersecurity and manufacturing functions. For example, on January 13, 2026, we completed the acquisition of Lanteris, approximately 1,170 employees to the Company. Our future success depends, in part, upon our ability to manage our expanded business, which may pose substantial challenges for our management, increased costs and complexity associated with new operations. There can be no assurances that we will be successful in managing such expanded business or that we will realize the benefits currently anticipated from the acquisition of Lanteris. Future growth will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for the manufacture of our space vehicles and related equipment.

Our continued growth, including recent awards, could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our space vehicles and related equipment, and delays in production. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

~~Customer~~We ~~concentration~~have ~~creates~~a ~~risks~~history ~~for~~of net operating losses and may not achieve profitability in the future. We may need additional capital to fund our ~~business~~operations. If we fail to obtain additional capital, we may be unable to sustain operations.

~~For~~We have incurred operating losses and may incur operating losses in the ~~years~~future ~~ended~~as ~~December 31,~~we ~~2024~~continue to expand and ~~2023~~develop, ~~approximately~~our ~~90%~~business, and ~~74%~~we ofmay ~~our~~need ~~revenues~~additional ~~came~~capital from ~~one~~external ~~major~~sources ~~customer~~in the future. ToIf ~~the~~we ~~extent~~are ~~that~~unable ~~any~~to ~~large~~raise ~~customer~~additional ~~were~~capital, we may have to ~~default~~significantly delay, scale back or ~~otherwise~~discontinue ~~fail~~one or more of our R&D programs. We may be required to ~~perform~~cease operations or seek partners for our product candidates at an earlier stage than otherwise would be ~~delayed~~desirable inand on terms that are less favorable than might otherwise be available. In the ~~fulfillment~~absence of ~~its~~additional ~~contractual~~capital ~~obligations~~we may also be required to usrelinquish, ~~changes~~license ~~its~~or ~~ordering~~otherwise ~~patterns~~dispose orof ~~business~~rights ~~strategy~~to technologies, product candidates or products that we would otherwise ~~reduces~~seek ~~its~~to ~~purchases~~develop or ~~stops~~commercialize ~~purchasing~~on ~~our~~terms ~~products~~that orare ~~services,~~less orfavorable ifthan might otherwise be available. If we ~~experience~~are ~~difficulty~~unable into ~~meeting~~secure ~~the~~additional ~~demand~~capital, bywe ~~these~~may ~~customers~~be ~~for~~required ~~our~~to ~~products~~take oradditional ~~services,~~measures to reduce costs in order to conserve our ~~revenues~~cash in amounts sufficient to sustain operations and ~~results~~meet our obligations. These measures could cause significant delays in the development of ~~operations~~our product candidates which could behave ~~adversely~~a ~~affected~~material adverse effect on our business, financial condition and results of operations.

~~Competition~~The ~~from~~future ~~existing~~revenue orand ~~new~~operating ~~companies~~results ~~could~~of ~~cause~~the ussatellite tointegrated ~~experience~~build ~~downward~~capability ~~pressure~~are dependent on ~~prices,~~our ~~fewer~~ability ~~customer~~to ~~orders,~~generate ~~reduced~~a ~~margins,~~sustainable order rate for the ~~inability~~satellite toand ~~take~~space ~~advantage~~operations ofand develop new ~~business~~technologies ~~opportunities,~~to ~~and~~meet the ~~loss~~needs of ~~market~~our ~~share~~customers or potential new customers.

WeThe ~~operate~~satellite inintegrated ~~highly~~build ~~competitive~~capability ~~markets~~is ~~and~~dependent ~~generally~~on ~~encounter~~its ~~intense~~ability ~~competition~~ to ~~win~~generate ~~contracts~~a ~~from~~sustainable ~~many~~order ~~other~~rate ~~firms,~~satellite ~~including lower~~ and ~~mid-tier~~space ~~federal~~operations. ~~contractors~~This ~~with~~can ~~specialized~~be ~~capabilities~~challenging and ~~the~~may ~~federal~~fluctuate ~~government. Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure~~ on ~~prices~~an ~~and~~annual ~~offering~~basis aas ~~more~~the ~~robust~~number ~~portfolio~~ of ~~products~~satellite ~~and~~construction ~~services.~~contracts Weawarded ~~are subject to competition based upon product designs, performance, pricing, quality, and services~~varies. ~~Our~~Many ~~product~~satellite ~~performance,~~operators ~~engineering~~in ~~expertise,~~the ~~and~~communications ~~product~~industry ~~quality~~ have ~~been~~continued ~~important factors in our growth. While we try~~ to ~~maintain~~defer ~~competitive~~new ~~pricing~~satellite onconstruction ~~those~~awards ~~products that are directly comparable~~ to ~~products~~evaluate ~~manufactured~~geostationary byand ~~others,~~other incompeting ~~many~~satellite ~~instances~~system ~~our~~architectures ~~products will conform to more exacting specifications~~ and ~~carry~~other amarket ~~higher price than analogous products~~factors. ~~Many~~If ofwe ~~our~~are ~~customers~~unable ~~and potential customers have the capacity~~ to ~~design~~win ~~and~~new ~~internally~~awards ~~manufacture~~or ~~products~~execute ~~that~~existing ~~are~~contracts ~~similar~~as toexpected, our ~~products.~~business, Weresults ~~face~~of ~~competition from research and product development groups and the manufacturing~~ operations ~~of current~~ and ~~potential~~financial ~~customers,~~position ~~who~~could ~~continually~~be ~~evaluate~~further ~~the~~adversely ~~benefits of internal research, product development, and manufacturing versus outsourcing~~affected.

InThe ~~addition,~~cyclical ~~some~~nature of the commercial satellite market could negatively impact our ~~foreign~~ability ~~competitors~~to ~~currently~~accurately ~~benefit~~forecast ~~from,~~customer ~~and~~demand. ~~others~~The markets that we serve may ~~benefit~~not grow in the future ~~from~~and we may not be able to maintain adequate gross margins or profits in these markets. Specifically, ~~protective~~sales ~~measures~~of bythe ~~their~~1300-class ~~home~~bus ~~countries~~have ~~where~~historically ~~governments~~been ~~are~~important ~~providing~~to ~~financial~~Lanteris ~~support~~and there is no assurance that this market will continue to grow or demand levels will increase, ~~including~~nor ~~significant~~is ~~investments~~there assurance that the market for the smaller bus, will offset any decreases in the ~~development~~market offor ~~new~~the ~~technologies~~1300-class bus or provide future growth. ~~Government~~Our ~~support~~growth ofis ~~this~~dependent ~~nature~~on ~~greatly~~the ~~reduces~~growth in the ~~commercial~~sales ~~risks~~of ~~associated~~services ~~with~~provided ~~aerospace~~by ~~technology~~our ~~development~~customers, ~~activities~~our ~~for~~customers’ ~~these~~ability ~~competitors.~~to ~~This~~anticipate market ~~environment~~trends ~~may~~and ~~result~~our ability to anticipate changes in ~~increased~~the ~~pressures~~businesses onof our ~~pricing~~customers and ~~other~~to ~~competitive~~successfully ~~factors~~identify and enter new markets. If we fail to anticipate such changes in demand, our business, results of operations and financial position could be adversely affected.

We believe our ability to compete successfully in designing, engineering and manufacturing our products and services at significantly reduced cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected.

Disruptions in U.S. government operations and funding could harm our business, results of operations, and financial condition could be harmed.

Any disruptions in federal government operations could have a material adverse effect on our revenues, earnings, and cash flows. A prolonged failure to maintain significant U.S. government operations or delays or cancellations of U.S. programs based on budgetary constraints, particularly those pertaining to our business, could have a material adverse effect on our revenues, earnings, and cash flows. Continued uncertainty related to recent and future government shutdowns, including related to a change in administration, the budget and/or the failure of the government to enact annual appropriations, such as long-term funding under a continuing resolution, could have a material adverse effect on our revenues, earnings and cash flows. Additionally, disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations.

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~~Furthermore,~~The onsatellite ~~January~~manufacturing ~~20,~~industry ~~2025,~~is ~~President~~driven ~~Donald~~by J.continued ~~Trump~~investment ~~announced~~in antechnologies ~~executive~~to ~~order~~meet ~~establishing~~changing ~~the~~customer ~~“Department~~demand offor ~~Government~~complex ~~Efficiency”~~and toreliable ~~maximize~~services. ~~government~~Our ~~efficiency~~satellite systems embody complex technologies and ~~productivity.~~may ~~Pressures~~not onalways be compatible with current and ~~uncertainty~~evolving ~~surrounding~~technical ~~the~~standards Uand systems developed by others.S. ~~federal~~Other ~~government’s~~satellite ~~budget~~manufacturers ~~and~~have ~~potential~~developed ~~changes~~or are developing digital payloads which increase flexibility for geostationary satellites in ~~budgetary~~circumstances ~~priorities,~~with ~~could~~unpredictable ~~adversely~~demand. ~~affect~~We ~~the~~plan ~~funding~~to ~~for~~team ~~individual~~with ~~programs~~providers ~~and~~of ~~delay~~this ~~purchasing~~technology ~~decisions~~to byenhance our offering if our customers express interest in it.

~~Unsatisfactory~~Failure ~~performance~~or ofdelays ~~our~~to ~~spaceflight~~develop ~~systems~~technologies or ~~security~~team ~~incidents~~with atproviders ~~our~~to ~~facilities~~obtain technologies to meet the requisite and evolving industry or user standards could have a material adverse effect on our business, financial condition, and results of operations,. ~~and~~Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial ~~condition~~results.

WeCustomer ~~manufacture~~concentration ~~and~~creates operate highly sophisticated spaceflight systems that depend on complex technology. We also work cooperatively with our suppliers, subcontractors, venture partners and other parties (collectively, “Third Parties”). Failures and disruptions or compromises to our or our Third Parties’ systems may be caused by natural disasters, fires (including wildfires), accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, intentional conduct, targeted cyberattacks, or similar events or incidents. While we have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems and our facilities meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks. ~~For~~for ~~example, the IM-2 mission experienced landing anomalies that impacted~~ our ~~ability to complete all mission milestones~~business. ~~There can be no assurance that our preparations, or those of Third Parties, will be able to prevent any such incidents.~~

~~Any~~For ~~actual~~the oryears ~~perceived~~ended ~~safety~~December 31, ~~issues~~2025 ~~may~~and ~~result~~2024, inapproximately ~~significant~~78% ~~reputational~~and ~~harm~~90% toof our ~~businesses~~revenues, inrespectively, ~~addition~~came tofrom ~~tort~~one ~~liability,~~major ~~maintenance,~~customer. ~~increased~~To ~~safety~~the ~~infrastructure~~extent ~~and~~that ~~other~~any ~~costs~~large ~~that~~customer ~~may~~were ~~arise.~~to ~~Such~~default ~~issues~~or ~~with~~otherwise ~~our~~fail ~~spaceflight~~to ~~systems,~~perform ~~facilities,~~ or ~~customer~~be ~~safety~~delayed ~~could~~in ~~result~~the infulfillment ~~delaying~~of orits ~~cancelling~~contractual ~~planned~~obligations ~~flights~~to us, ~~increased~~changes ~~regulation~~its orordering ~~other~~patterns ~~systemic~~or ~~consequences.~~business ~~Our~~strategy, ~~inability~~or tootherwise ~~meet~~reduces ~~our~~its ~~safety~~purchases ~~standards~~ or ~~adverse~~stops ~~publicity~~purchasing ~~affecting~~ our ~~reputation~~products asor ~~a result of accidents~~services, ~~mechanical~~or ~~failures,~~if ~~damages~~we toexperience ~~customer~~difficulty ~~property~~in ormeeting ~~medical~~the ~~complications~~demand ~~could~~by ~~have~~these acustomers ~~material~~for ~~adverse~~our ~~effect~~products onor ~~our business~~services, ~~financial~~our ~~condition~~revenues and results of ~~operation~~operations could be adversely affected.

IfOur ~~any~~limited ofoperating ~~our~~history ~~systems,~~makes ~~the~~it ~~systems~~difficult ~~of any critical Third Parties upon which we rely or our customers’ systems are, or appear~~ to ~~be,~~evaluate ~~breached, damaged, or if unauthorized processing of customer or third-party data is otherwise performed, public perception of~~ our ~~products~~future ~~services~~prospects ~~may~~and bethe ~~harmed,~~risks and challenges we may ~~lose business and incur losses or liabilities~~encounter.

~~Threat~~We ~~actors~~have ~~(such~~a aslimited ~~ransomware~~operating ~~groups)~~history ~~are~~in ~~becoming~~a ~~increasingly~~rapidly ~~sophisticated~~evolving ~~and~~industry ~~using tools and techniques~~ that ~~are~~may ~~designed~~not todevelop ~~circumvent~~in ~~security~~a ~~controls,~~manner tofavorable ~~evade detection and~~ to ~~remove~~our ~~or obfuscate forensic evidence~~business. ~~Our~~While ~~and~~ our ~~Third~~business ~~Parties’~~has ~~technology~~grown, ~~systems~~ and ~~networks~~much ~~may~~of bethat ~~damaged,~~growth ~~disrupted,~~has oroccurred ~~compromised~~in byrecent ~~malicious events~~periods, ~~such as cyberattacks (~~including ~~computer~~through ~~viruses,~~the ~~ransomware,~~recent ~~and~~acquisition ~~other~~of ~~malicious and destructive code~~Lanteris, ~~phishing~~the ~~attacks,~~markets ~~and~~for ~~denial~~launch ~~of service attacks)~~services, ~~physical~~space ~~or electronic security breaches~~systems, ~~natural~~spacecraft ~~disasters,~~components ~~fire~~and ~~(including~~space ~~wildfires),~~data ~~power~~applications ~~loss,~~may ~~telecommunications~~not ~~failures,~~continue ~~personnel~~to ~~misconduct,~~develop ~~and~~in ~~human~~a ~~error.~~manner ~~Such~~that ~~attacks~~we expect or ~~security~~that ~~breaches~~otherwise ~~may~~would be ~~perpetrated~~favorable byto ~~internal~~our ~~bad~~business. ~~actors,~~As ~~such~~a asresult ~~employees~~of orour ~~contractors,~~limited oroperating byhistory ~~Third~~and ~~Parties.~~ongoing ~~Furthermore,~~changes ~~because~~in ~~the~~our ~~techniques~~new ~~used~~and toevolving ~~obtain~~industry, ~~unauthorized~~including ~~access~~evolving ordemand ~~sabotage~~for ~~systems~~our ~~change~~products ~~frequently~~ and ~~generally~~services, ~~are~~our ~~not~~ability ~~identified~~to ~~until~~forecast ~~after~~our ~~they~~future ~~are~~results ~~launched~~of ~~against~~operations aand ~~target,~~plan wefor and ~~our~~model ~~Third~~future ~~Parties~~growth ~~may~~is belimited ~~unable~~and subject to ~~anticipate~~a ~~these~~number ~~techniques~~of ~~or implement adequate preventative measures~~uncertainties. ~~While~~We we have ~~implemented~~encountered ~~what~~and weexpect ~~believe~~to iscontinue anto ~~appropriate~~encounter ~~information~~risks ~~security~~and ~~program~~uncertainties ~~with~~frequently ~~cybersecurity~~experienced ~~procedures,~~by ~~practices,~~growing ~~and~~companies ~~controls,~~in ~~the~~rapidly ~~control~~evolving ~~systems~~industries, ~~cybersecurity~~such ~~program,~~as ~~infrastructure,~~the ~~physical~~risks ~~facilities of,~~ and ~~personnel~~uncertainties ~~associated~~described ~~with~~herein. ~~Third~~Accordingly, ~~Parties that~~ we ~~rely~~may onbe ~~are~~unable ~~beyond~~to ~~our~~prepare ~~control~~accurate ~~and~~internal wefinancial ~~cannot~~forecasts ~~guarantee that our~~ or ~~our~~replace ~~Third~~anticipated ~~Parties’~~revenue ~~systems~~that ~~and~~we ~~networks~~do ~~have~~ not ~~been~~receive ~~breached~~as ora ~~that~~result ~~they~~of dodelays ~~not~~arising ~~contain~~from ~~exploitable~~these ~~defects~~factors, orand ~~bugs~~our ~~that~~results ~~could~~of ~~result~~operations in afuture ~~breach~~reporting ofperiods ormay ~~disruption~~be tobelow ~~our~~the ~~systems~~expectations ~~and~~of ~~networks~~investors or ~~the~~analysts. ~~systems~~If ~~and~~we ~~networks~~do ofnot ~~Third~~address ~~Parties~~these ~~that~~risks ~~support~~successfully, usour ~~and~~results ~~our~~of ~~products~~operations ~~and~~could ~~services.~~differ Inmaterially ~~addition,~~from our ~~defensive~~estimates ~~measures, including back-up systems~~ and ~~disaster~~forecasts ~~recovery plans,~~ or ~~those~~the expectations of ~~our~~investors ~~critical~~or ~~Third Parties~~analysts, ~~may~~causing ~~fail~~our business to ~~timely~~suffer orand ~~effectively~~our ~~anticipate,~~common ~~detect,~~stock ~~prevent~~price ~~or allow us~~ to ~~recover from cyberattacks~~decline.

~~Our~~Competition ~~costs~~from toexisting ~~adequately~~or ~~counter~~new ~~the~~companies ~~risk~~could ofcause ~~cyber-attacks~~us ~~and~~ to ~~comply~~experience ~~with~~downward ~~contractual~~pressure ~~and/or~~on ~~regulatory compliance requirements may increase significantly in the future. If there is a security vulnerability~~prices, ~~error,~~fewer orcustomer ~~other bug in one of ours or our critical third-party systems or if there is a security exploit targeting them~~orders, ~~we could face increased costs, claims, liability,~~ reduced ~~revenue~~margins, ~~and~~the ~~harm~~inability to ~~our~~take ~~reputation~~advantage orof ~~competitive~~new ~~position.~~business ~~Because we do not maintain cybersecurity insurance~~opportunities, ~~these costs will come directly from us~~ and ~~this~~the ~~could~~loss ~~harm~~of ~~our~~market ~~financial condition~~share.

~~The~~We operate in highly competitive markets and generally encounter intense competition to win contracts from many other firms, including lower and mid-tier federal contractors with specialized capabilities and the federal government. Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services. Our primary competitors for ~~commercial~~satellite ~~spaceflight~~manufacturing iscontracts ~~still~~include ~~emerging~~the Boeing Company, Lockheed Martin Corporation and Northrop Grumman Corporation in the United States and Thales S.A. and Airbus Defence and Space, a subsidiary of the Airbus Group, in Europe. We may ~~not~~also ~~achieve~~face competition in the future from more emerging low-cost competitors, some of which could be subsidized or well-funded. Competition in our lunar market is mainly divided between incumbents, such as Lockheed Martin and Blue Origin who pursue larger, more complex contracts such as crewed lunar missions, and next generation players, including our competitors on the CLPS contract such as Astrobotic and Firefly Aerospace. Competitors for the next phases of LTVS include Lunar Outpost and Astrolab Venturi and our competitors for the NSN contract included Kongsberg Satellite Services (“KSAT”), Swedish Space Corporation (“SSC”), and Telespazio. We are subject to competition based upon product designs, performance, pricing, quality, and services. Our product performance, engineering expertise, and product quality have been important factors in our growth. ~~potential~~While we ~~expect~~try orto ~~may~~maintain ~~grow~~competitive pricing on those products that are directly comparable to products manufactured by others, in many instances our products will conform to more ~~slowly~~exacting specifications and carry a higher price than ~~expected~~analogous products. Many of our customers and potential customers have the capacity to design and internally manufacture products that are similar to our products. We face competition from research and product development groups and the manufacturing operations of current and potential customers, who continually evaluate the benefits of internal research, product development, and manufacturing versus outsourcing.

The market for commercial spaceflight has not been established with precision and is still emerging. Our estimates for the total addressable market for commercial spaceflight are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing

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~~and~~In ~~operational~~addition, ~~processes~~some ~~and~~of ~~general~~our ~~market~~foreign ~~conditions.~~competitors ~~While~~currently webenefit ~~believe~~from, ~~our assumptions~~ and ~~the~~others ~~data~~may ~~underlying~~benefit ~~our~~in ~~estimates~~the ~~are~~future ~~reasonable~~from, ~~these~~protective ~~assumptions~~measures ~~and~~by ~~estimates~~their ~~may~~home ~~not~~countries bewhere ~~correct.~~governments ~~The~~are ~~conditions~~providing ~~supporting~~financial ~~our~~support, ~~assumptions~~including orsignificant ~~estimates~~investments ~~may~~in ~~change at any time, thereby reducing~~ the ~~predictive~~development ~~accuracy~~ of ~~these~~new ~~underlying factors~~technologies. AsGovernment asupport ~~result,~~of ~~our~~this ~~estimates~~nature ofgreatly reduces the ~~annual~~commercial ~~total~~risks ~~addressable~~associated ~~market~~with ~~for~~aerospace ~~commercial~~technology ~~spaceflight,~~development asactivities ~~well~~for asthese ~~the~~competitors. ~~expected~~This ~~growth~~market ~~rate~~environment ~~for~~may ~~the~~result ~~total~~in ~~addressable~~increased ~~market~~pressures ~~for~~on ~~that~~our ~~experience,~~pricing ~~may~~and ~~prove~~other tocompetitive ~~be incorrect~~factors.

We ~~may~~believe ~~experience~~our ~~delayed~~ability ~~launches,~~to ~~launch~~compete ~~failures,~~successfully ~~failure~~in ofdesigning, ~~lunar~~engineering ~~landers~~and tomanufacturing ~~reach~~our ~~their~~products ~~planned~~and ~~locations,~~services ~~failure~~at ofsignificantly ~~landers~~reduced cost to ~~conduct~~customers ~~all~~does ~~mission~~and ~~milestones,~~will ~~significant~~depend ~~increases~~on ina ~~the~~number ~~costs~~of ~~related~~factors, towhich ~~launches~~may ofchange ~~lunar~~in ~~landers,~~the ~~and~~future ~~insufficient~~due ~~capacity~~to ~~available~~increased ~~from~~competition, ~~lunar~~our ~~lander~~ability ~~launch~~to ~~providers.~~meet ~~Any~~our ~~such~~customers’ ~~issue~~needs ~~could~~and ~~result~~the infrequency ~~the~~and ~~loss~~availability of our ~~lunar~~offerings. ~~landers~~If orwe ~~cause~~are ~~significant~~unable ~~delays~~to incompete ~~their deployment~~successfully, ~~which could harm~~ our business, financial condition, and results of operations ~~and~~would ~~financial~~be ~~condition.~~adversely affected.

~~Delays~~Disruptions in ~~launching~~U.S. ~~landers~~government ~~are~~operations ~~common~~ and ~~can result from manufacturing delays~~funding, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals, changes in landing coordinates, updates to mission specifications (including ~~mission~~government ~~scope and objectives) and launch failures. If lander manufacturing schedules are not met~~shutdowns, a launch opportunity may not be available at the time the landers are ready to be launched. We also share launches with other manufacturers who may cause launch delays that are outside of our control. In addition, launch vehicles may fail, which could ~~result~~harm in the destruction of any landers we have in such launch vehicle or an inability for the landers to perform their intended mission. Launch failures also result in significant delays in the deployment of landers because of the need to manufacture replacement parts, which typically takes up to six months or longer, and to obtain another launch opportunity. We also regularly review intended landing coordinates in order to determine the optimal landing site for our ~~landers in consultation with NASA~~business, ~~while~~financial ~~also updating mission specifications such as the scope of missions and the mission objectives. As such~~condition, ~~from time to time, we have made,~~ and ~~expect~~results ~~to continue to make, material modifications to our missions, each~~ of ~~which~~operations ~~may, alone or in the aggregate, cause us to experience material delays. Further, it~~ could be more costly, and potentially prohibitively more costly, for us to launch and deploy our landers in the future due to increases in the cost of launches, launch insurance rates and launch-related servicesharmed. In addition, any mission anomalies at launch, during transit, or during landing could limit our ability to complete all of our contracted mission milestones. Any launch failure, underperformance, mission anomalies, delay or increased cost on lander launches or related services could have a material adverse effect on our results of operations, business prospects and financial condition.

WeAny ~~may~~disruptions ~~experience~~in ~~delayed~~federal ~~satellite~~government ~~launches~~operations, including government shutdowns, could have a material adverse effect on our revenues, earnings, and cash flows. A prolonged failure to maintain significant U.S. government operations or delays or cancellations of U.S. programs based on budgetary constraints, particularly those pertaining to our ~~satellites~~business, could have a material adverse effect on our revenues, earnings, and cash flows. Continued uncertainty related to ~~reach~~recent ~~their~~and ~~planned~~future ~~orbital~~government ~~locations~~shutdowns, ~~significant~~including ~~increases~~related to a change in ~~production~~administration, ~~costs~~the budget and/or the failure of ~~our~~the ~~satellites.~~government ~~Any~~to enact annual appropriations, such ~~issue~~as long-term funding under a continuing resolution, could ~~harm~~have a material adverse effect on our ~~business~~revenues, ~~results~~earnings ofand cash flows. Additionally, disruptions in government operations may negatively impact regulatory approvals and ~~financial~~ ~~condition~~guidance that are important to our operations.

~~Delays~~Unsatisfactory inperformance ~~launching~~of satellites are common and can result from manufacturing delays, updates to mission specifications (including mission scope and objectives) and launch failures. In September 2024, NASA awarded us a verification task order for NSN communication and navigation services for missions in the lunar region. For the Company to begin to have services under the NSN contract, we must successfully launch at least one satellite into a lunar orbit and five satellites to complete the constellation. If satellite schedules are not met, our ~~operations may be materially adversely impacted. In addition,~~ satellite ~~deployment mechanisms may fail, which could result in an inability for the satellites to perform their intended mission. Further, it could be more costly,~~ and ~~potentially~~space ~~prohibitively~~systems ~~more~~or ~~costly,~~security ~~for~~incidents usat ~~to build and deploy~~ our ~~satellites~~facilities ~~in the future due to supplier cost increases. Any satellite failure, underperformance, delay or increase cost~~ could have a material adverse effect on our ~~results~~business, offinancial ~~operations~~condition, ~~business prospects~~ and ~~financial~~results ~~condition.~~of operations.

We ~~have~~manufacture aand ~~history~~operate ofhighly ~~net~~sophisticated ~~operating~~satellites ~~losses~~ and ~~may~~space ~~not~~systems ~~achieve~~that ~~profitability~~depend inon ~~the~~complex ~~future~~technology. We ~~may~~also ~~need~~work ~~additional~~cooperatively ~~capital~~with our suppliers, subcontractors, venture partners and other parties (collectively, “Third Parties”). Failures and disruptions or compromises to ~~fund~~our or our ~~operations~~Third Parties’ systems may be caused by natural disasters, fires (including wildfires), accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, intentional conduct, targeted cyberattacks, or similar events or incidents. IfWhile we ~~fail~~have built operational processes to ~~obtain~~ensure ~~additional~~that ~~capital~~the design, manufacture, performance and servicing of our space systems and our facilities meet rigorous performance goals, there can be no assurance that we ~~may~~will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks. For example, the IM-2 mission experienced landing anomalies that impacted our ability to complete all mission milestones. There can be ~~unable~~no assurance that our preparations, or those of Third Parties, will be able to ~~sustain~~prevent ~~operations~~any such incidents.

WeAny ~~expect~~actual toor ~~continue~~perceived tosafety ~~incur~~issues ~~operating~~may ~~losses~~result ~~for~~in ~~the~~significant ~~foreseeable~~reputational ~~future~~harm ~~as we continue~~ to ~~expand~~our ~~and develop~~businesses, ~~and~~in weaddition ~~may need additional capital from external sources. If we are unable~~ to ~~raise~~tort ~~additional capital~~liability, ~~we may have to significantly delay~~maintenance, ~~scale~~increased ~~back~~safety orinfrastructure ~~discontinue one or more of our R&D programs. We may be required to cease operations or seek partners for our product candidates at an earlier stage than otherwise would be desirable~~ and onother ~~terms~~costs that ~~are~~may ~~less favorable than might otherwise be available~~arise. InSuch ~~the~~issues ~~absence~~with ofour ~~additional~~space ~~capital~~systems, wefacilities, ~~may~~or ~~also~~customer besafety ~~required~~could toresult ~~relinquish,~~in ~~license~~delaying or ~~otherwise~~cancelling ~~dispose~~planned ~~of rights to technologies~~flights, ~~product~~increased ~~candidates~~regulation or ~~products~~other ~~that~~systemic weconsequences. ~~would~~Our ~~otherwise~~inability ~~seek~~ to ~~develop~~meet orour ~~commercialize~~safety onstandards ~~terms~~or ~~that~~adverse ~~are~~publicity ~~less~~affecting ~~favorable~~our ~~than~~reputation ~~might~~as ~~otherwise~~a beresult ~~available.~~of Ifaccidents, wemechanical ~~are~~failures, ~~unable~~damages to ~~secure~~customer ~~additional~~property ~~capital,~~or wemedical ~~may~~complications becould ~~required~~have toa ~~take~~material ~~additional~~adverse ~~measures~~effect toon ~~reduce costs in order to conserve~~ our ~~cash~~business, infinancial ~~amounts~~condition, ~~sufficient to sustain operations~~ and ~~meet~~results ~~our obligations. These measures could cause significant delays in the development~~ of ~~our product candidates~~operation.

If any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be, breached, damaged, or if unauthorized processing of customer or third-party data is otherwise performed, public perception of our products services may be harmed, and we may lose business and incur losses or liabilities.

Threat actors (such as ransomware groups) are becoming increasingly sophisticated and using tools and techniques that are designed to circumvent security controls, to evade detection and to remove or obfuscate forensic evidence. Our and our Third Parties’ technology systems and networks may be damaged, disrupted, or compromised by malicious events, such as cyberattacks (including computer viruses, ransomware, and other malicious and destructive code, phishing attacks, and denial of service attacks), physical or electronic security breaches, natural disasters, fire (including wildfires), power loss, telecommunications failures, personnel misconduct, and human error. Such attacks or security breaches may be perpetrated by internal bad actors, such as employees or contractors, or by Third Parties. Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, we and our Third Parties may be unable to anticipate these techniques or implement adequate preventative measures. While we have implemented what we believe is an appropriate information security program with cybersecurity procedures, practices, and controls, the control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with Third Parties that we rely on are beyond our control and we cannot guarantee

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that our or our Third Parties’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of Third Parties that support us and our products and services. In addition, our defensive measures, including back-up systems and disaster recovery plans, or those of our critical Third Parties, may fail to timely or effectively anticipate, detect, prevent or allow us to recover from cyberattacks.

Our costs to adequately counter the risk of cyber-attacks and to comply with contractual and/or regulatory compliance requirements may increase significantly in the future. If there is a security vulnerability, error, or other bug in one of ours or our critical third-party systems or if there is a security exploit targeting them, we could face increased costs, claims, liability, reduced revenue, and harm to our reputation or competitive position. Because we do not maintain cybersecurity insurance, these costs will come directly from us and this could harm our financial condition. Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.

The market for commercial space systems in cislunar and beyond has not been established with precision. It is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for commercial space systems in cislunar and beyond has not been established with precision and is still emerging. Our estimates for the total addressable market for commercial space systems are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing and operational processes and general market conditions. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct. The conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for commercial space systems, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.

We may experience delayed lunar launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers. Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, financial condition, and results of operations.

Delays in launching landers are common and can result from manufacturing delays, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals, changes in landing coordinates, updates to mission specifications (including mission scope and objectives) and launch failures. If lander manufacturing schedules are not met, a launch opportunity may not be available at the time the landers are ready to be launched. We also share launches with other manufacturers who may cause launch delays that are outside of our control. In addition, launch vehicles may fail, which could result in the destruction of any landers we have in such launch vehicle or an inability for the landers to perform their intended mission. Launch failures also result in significant delays in the deployment of landers because of the need to manufacture replacement parts, which typically takes up to six months or longer, and to obtain another launch opportunity. We also regularly review intended landing coordinates in order to determine the optimal landing site for our landers in consultation with NASA, while also updating mission specifications such as the scope of missions and the mission objectives. As such, from time to time, we have made, and expect to continue to make, material modifications to our missions, each of which may, alone or in the aggregate, cause us to experience material delays. Further, it could be more costly, and potentially prohibitively more costly, for us to launch and deploy our landers in the future due to increases in the cost of launches, launch insurance rates and launch-related services. We are currently targeting a mission launch window of late 2026 for our IM-3 mission. Any launch failure, underperformance, delay or increased cost on lander launches or related services, including on our IM-3 mission, could have a material adverse effect on our business, results of operations, and financial condition.

We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites. Any such issue could harm our business, financial condition, and results of operations.

Delays in launching satellites are common and can result from manufacturing delays, updates to mission specifications (including mission scope and objectives) and launch failures. In September 2024, NASA awarded us a verification task order for NSN communication and navigation services for missions in the lunar region. For the Company to begin to have services under the NSN contract, we must successfully launch at least one satellite into a lunar orbit and five satellites to complete the constellation. If satellite schedules are not met, our operations may be materially adversely impacted. In addition, satellite deployment mechanisms may fail, which could result in an inability for the satellites to perform their

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intended mission. Further, it could be more costly, and potentially prohibitively more costly, for us to build and deploy our satellites in the future due to supplier cost increases. Any satellite failure, underperformance, delay or increase cost could have a material adverse effect on our business, financial condition, and results of operations. Delays in the construction of satellites and the procurement of requisite components, satellite damage or destruction during launch, launch failures, or incorrect orbital placement could have a material adverse effect on our business, financial condition, and results of operations.

Our business involves significant risks and uncertainties that may not be covered by insurance. Also, due to the inherent risks associated with commercial spaceflight, there is the possibility that any accident or catastrophe could lead to the loss of human life or a medical emergency.

Although there have been and will continue to be technological advances in spaceflight, it is still an inherently dangerous activity. Explosions and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incident should occur, we will likely experience a total loss of our systems, products, technologies and services and our customers’ payloads. The total or partial loss of one or more of our products or customer payloads could have a material adverse effect on our results of operations and financial condition. For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch failure, but even in this case we may have uninsured losses associated with failures after launch and a launch failure will have losses associated with our inability to test our technology in space and delays with further technology development.

Further, commercial spaceflight is an inherently risky activity that can lead to accidents or catastrophes impacting human life. It is impossible to completely eliminate the potential for human error, and there is a possibility that other accidents may occur in the future as a result of human error or for a variety of other reasons, some of which may be out of our control. Any such accident could result in substantial losses to us, including reputational harm and legal liability, and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, ~~results~~financial ~~of operations~~condition, and ~~financial~~results ~~condition~~of operations.

Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion. The handling, production, transport and disposition of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing operations and could cause production delays. A release of these chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees and others. Material property damage to us and Third Parties could also occur. Extensive regulations apply to the handling of explosive and energetic materials, including but not limited to regulations governing hazardous substances and hazardous waste. The failure to properly store and ultimately dispose of such materials could create significant liability and/or result in regulatory sanctions. Any release, unplanned ignition, or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our operating results, financial condition and/or cash flows.

We rely on a limited number of suppliers for certain materials and supplied components. We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.

We rely on a limited number of suppliers for certain raw materials, ~~and~~ supplied components and product equipment items, many of which particularly in our satellite integrated build capability, are procured or subcontracted on a single or sole-source basis. In addition, we currently rely on a single launch service provider for our lunar missions. We may not be able to obtain sufficient raw materials or supplied components to manage our inventory, meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production and could in turn result in reduced sales and profits, contract penalties or terminations and damage to customer relationships and could have a material adverse effect on our operating results, financial condition, or cash flows.

Our ability to manufacture our launch vehicles is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices, quality, and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in manufacturing our spacecraft or increased costs.

In addition, we have in the past and may in the future experience delays in manufacturing or operations as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the ITAR and other restrictions on transfer of sensitive technologies. Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

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supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

We sell complex and technologically advanced products and services, including rocket launch services, mission services, ~~satellite~~spacecraft, ~~services~~satellites, ~~spacecraft~~ and spacecraft components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from Third Parties. Most of the launch vehicles, spacecraft and spacecraft components we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. Our products and services may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the launch vehicles, spacecraft, spacecraft components and systems we sell and/or use. Failure to do so could result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

Rising inflation may materially impact our business, ~~results~~financial ofcondition, ~~operations~~ and ~~financial~~results ~~condition~~of operations.

Inflation has increased recently. Inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor and other similar effects. As a result of inflation, we have and may continue to experience cost increases. Although we may take measures to mitigate the impact of inflation, if these measures are not effective, our business, financial condition, and results of operations could be materially adversely affected.

We are subject to counterparty risk on contracts with customers. If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, ~~results~~financial ofcondition, ~~operations~~ and ~~financial~~results ~~condition~~of operations.

Our budgeted capital expenditures, forecasted growth and strategic plan are based on revenues expected to be generated pursuant to signed contracts existing as of the date such budget, forecast and strategic plan are approved by management and our Board. If a customer were to default or otherwise fail to perform or be delayed in the fulfillment of its contractual obligations to us, we would be required to adjust our budget, forecasts and strategic plans to mitigate the impact of such circumstance, which may negatively affect our business, financial condition, cash flows and/or liquidity. Additionally, if the scope of anticipated work related to any customer contract were to change due to unforeseen circumstances or evolving requirements of one or more of our counterparties, we may be unable to generate revenue on our anticipated timeline or may be required to incur increased costs from those originally estimated for a project, which could cause our budgets, forecasts and plans to be inaccurate. ~~For instance, due to a change in the landing site of the IM-1 mission and an incremental delay in milestone payments, certain revenue associated with this mission shifted from 2023 to 2024.~~ While we endeavor to mitigate this risk by assuming potential delays in revenue generation and estimated contract progress when preparing our budget, forecast and strategic plans, it is not possible to predict with accuracy the impact of any default, failure to perform or delay, which results in our inability to completely mitigate such risks. As such, the counterparty default, failure to perform or delay in performance may have a material adverse impact on our business, financial condition, and results of operations.

We are dependent on technology and automated systems to operate our business.

We depend heavily on technology and automated systems to effectively operate our business. Any substantial, extended, or repeated failures of these systems could negatively affect our business, compromise the security of our information or other information stored on, transmitted by, or otherwise processed by these systems, result in the loss of or damage to important data, loss of revenue and increased costs, and generally harm our business. Additionally, loss of key talent required to maintain and advance these systems could have a material impact on our operations. Like other companies, our systems may be vulnerable to disruptions due to events beyond our control, including natural disasters, fire, power disruptions, software or equipment failures, terrorist attacks, cybersecurity incursions, computer viruses and hackers. There can be no assurance that the measures we have taken to reduce the adverse effects of certain potential failures or disruptions are adequate to prevent or remedy disruptions of our systems or prevent or mitigate all attacks. In addition, we will need to continuously make significant investments in technology to periodically upgrade and replace existing systems. If we are unable to make these investments or fail to successfully implement, upgrade or replace our systems, our operations and business could be adversely impacted. For example, in July 2024, certain businesses experienced disruptions related to a software update by a cybersecurity technology company. As of the date hereof, we have not experienced any significant impacts due to software updates, but we could in the future experience similar software-induced interruptions to our operations.

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business could be adversely impacted. As of the date hereof, we have not experienced any significant impacts due to software updates, but we could in the future experience similar software-induced interruptions to our operations.

We may use artificial intelligence (“AI”) in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business.

We may incorporate AI solutions into our core offerings and business, and these applications may become important in our operations over time. For example, we currently use an isolated private instance of a corporate AI chatbox and Gilab DUO. Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than we may, which could impair our ability to compete effectively and adversely affect our results of operations. ~~Additionally,~~There ifare ~~the~~significant ~~content,~~risks ~~analyses~~involved in developing, ormaintaining ~~recommendations~~and deploying these technologies and there can be no assurance that AIthe ~~applications~~usage ~~assist~~of insuch ~~producing~~technologies ~~are~~will enhance our offerings or ~~are~~be ~~alleged~~beneficial to beour ~~deficient~~business, ~~inaccurate,~~including our efficiency or ~~biased~~profitability. In particular, ~~our~~if ~~business~~these artificial intelligence or machine learning models are incorrectly designed or implemented; trained or reliant on incomplete, ~~financial~~inadequate, ~~condition~~inaccurate, ~~and~~biased ~~results~~or ofotherwise ~~operations~~poor ~~may~~quality bedata ~~adversely~~or ~~affected.~~on ~~The~~data ~~use~~to ofwhich AIwe ~~applications~~do ~~has~~not ~~resulted~~have ~~in,~~sufficient rights; and/or ~~may~~are inadversely ~~the~~impacted ~~future~~by ~~result~~unforeseen indefects, ~~cybersecurity~~technical ~~incidents.~~challenges, ~~Any~~cyber ~~such~~security ~~cybersecurity~~threats ~~incidents~~or ~~related~~material toperformance ~~our~~issues, ~~use~~the performance of AIour ~~applications~~products, ~~could~~services, ~~adversely~~and ~~affect~~business, as well as our reputation and ~~results~~the reputations of ~~operations~~our customers, could suffer or we could incur liability through the violation of laws, contracts to which we are a party or civil claims. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

If our prime contractors fail to maintain their relationships with their counterparties and fulfill their contractual obligations, our performance as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated.

We act as a subcontractor to prime contractors on multiple government contracts, including NASA’s JETS Program and SDA’s Tracking Layer Program. Our performance as a subcontractor on a government contract, is dependent on the prime contractor’s ability to satisfactorily maintain its relationship with the government and fulfill its obligations under its contracts. A failure by the prime contractors to fulfill their obligations under their contracts could result in the termination of the prime contract or delayed revenue generation and recognition, thereby resulting in either the termination of our subcontract or material modifications to our subcontract. If any significant subcontract is terminated or delayed in this manner, it could cause our actual results to differ materially and adversely from those anticipated.

Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, ~~results~~financial ofcondition, ~~operations~~ and ~~financial~~results ~~condition.~~of operations.

The pandemics, epidemics, outbreaks of infectious diseases or public health crises across the globe have disrupted, and may in the future disrupt our business, which could materially and adversely affect our financial condition, results of operations, cash flows and/or future expectations. Any health crisis may negatively affect worldwide economic and commercial activity, disrupt global supply chains and the labor market and create significant volatility and disruption of financial and commodity markets. The extent to which our business may in the future be affected by pandemics, infectious disease outbreaks and other public health crises depends on a number of factors outside of our control, including but not limited to the extent and duration of labor disruptions, business operations disruptions from quarantines, travel restrictions and other requirements imposed by regulators and health authorities, delays, modifications and terminations of contracts, supply chain disruptions, increased cybersecurity and data protection risks, increased costs of doing business and other macroeconomic disruptions.

Risks Relating to Compliance with Law, Government Regulation and Litigation

Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our launch system operations, employment and labor, health care, tax, data privacy of the personal information we collect and process and data security of the operational and information technology we use, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us ~~to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.~~

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For 16

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~~example,~~to ~~the~~change ~~operation and launch of our spacecraft in~~ the ~~United~~way ~~States~~we ~~require~~operate ~~licenses~~ and ~~permits~~could ~~from~~have ~~the~~a ~~FCC~~material ~~and~~adverse ~~the~~effect ~~FAA,~~on asour ~~well as review by other agencies of the U.S. Government~~sales, ~~including the Department of Defense~~profitability, ~~Department~~cash offlows ~~State,~~ and NASA. Such license approvals may include an interagency review of safety, operational, national security, foreign policy implications and international obligations, as well as a review of foreign ownership. Any delays in regulatory actions allowing us to conduct our commercial space operations could adversely affect our ability to operate our business and our financial ~~results~~condition.

IfFailure weto ~~are~~comply ~~unable~~with these laws, such as with respect to ~~protect~~obtaining and maintaining licenses, certificates, authorizations and permits critical for the ~~confidentiality~~operation of our ~~trade~~business, ~~secrets~~may ~~and~~result ~~know-how~~in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For example, the operation and ~~competitive~~launch ~~position~~of our spacecraft in the United States require licenses and permits from the FCC and the FAA, as well as review by other agencies of the U.S. Government, including the Department of Defense, Department of State, and NASA. Such license approvals may beinclude ~~harmed~~an interagency review of safety, operational, national security, foreign policy implications and international obligations, as well as a review of foreign ownership. Any delays in regulatory actions allowing us to conduct our commercial space operations could adversely affect our ability to operate our business and our financial results.

WeIf ~~rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and maintain our business and competitive position, and~~ we ~~consider~~are ~~trade~~unable ~~secrets and know-how~~ to beprotect ~~our~~the ~~primary~~confidentiality ~~form~~ of ~~intellectual property protection. We seek to protect~~ our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors, venture partners, employees and consultants, and other third parties. However, we may not be able to prevent the unauthorized disclosure or use of information ~~which we consider to be confidential~~, ~~our technical know-how or other~~ trade secrets ~~by the parties to these agreements, despite the existence generally of confidentiality provisions~~ and ~~other contractual restrictions. Monitoring unauthorized uses and disclosures is difficult, and we do not~~ know whether the steps we have taken to protect our proprietary technologies will be effective. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how ~~or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available~~, ~~enforcing a claim that a party illegally disclosed or misappropriated~~ our ~~trade~~business ~~secrets, like patent litigation, is expensive~~ and ~~time~~competitive ~~consuming,~~position ~~and~~may ~~the~~be ~~outcome is unpredictable~~harmed. ~~In addition, courts outside the United States are sometimes less willing to protect trade secrets.~~

To protect our proprietary rights, we rely on a combination of patent protections, copyrights, trade secrets, trademark laws, confidentiality agreements with employees and third parties and protective contractual provisions such as those contained in license agreements with consultants, subcontractors, vendors and customers. We consider trade secrets and know-how to be our primary form of intellectual property protection. Although we follow processes to protect our intellectual property, there is no absolute assurance that the steps taken to protect our technology will prevent misappropriation or infringement. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets.

Additionally, despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered by our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year could have an adverse impact on our business, ~~results~~financial ofcondition, ~~operations~~ and ~~financial~~results ~~condition~~of operations.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S. government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S. government ~~fiscal year 2024 and thereafter~~ due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding. The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following:

•The U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate;

•U.S. government spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting, U.S. government spending priorities and levels; and

•We may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state and local governments.

Furthermore, we believe continued budget pressures could have serious negative consequences for the security of the U.S., the defense industrial base and the customers, employees, suppliers, investors and communities that rely on companies in the defense industrial base. Budget and program decisions made in this environment would have long-term implications for us and the entire defense industry.17

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Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.

Our systems include software licensed from third parties under any one or more open source licenses, and we expect to continue to incorporate open source software in our systems and technology in the future. Moreover, we cannot ensure that we have effectively monitored our use of open source software, or validated the quality or source of such software, or that we are in compliance with the terms of the applicable open source licenses or our current policies and procedures. From time to time, there have been claims against companies that use open source software in their products and services asserting that the use of such open source software infringes the claimants’ intellectual property rights. As a result, we could be subject to suits by third parties claiming that what we believe to be licensed open source software infringes such third parties’ intellectual property rights. Additionally, if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions. Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to devote additional research and development resources to change our solutions. Furthermore, these third-party open source providers could experience service outages, data loss, privacy breaches, cyber-attacks, and other events relating to the applications and services they provide that could diminish the utility of these services, and which could harm our business as a result. In the past, we’ve experienced software vulnerabilities with our software providers. We may continue to experience such vulnerabilities in the future.

Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities where open source software may be more susceptible. In addition, certain open source licenses require that source code for software programs that incorporate, use or combine with such open source software be made available to the public at no cost and that any modifications or derivative works to such open source software continue to be licensed under the same terms as the open source software license. The terms of various open source licenses to which we are subject have not or may not have been interpreted by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our software and data. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions. Disclosing our proprietary source code could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales. Furthermore, any such re-engineering or other remedial efforts could require significant additional research and development resources, and we may not be able to successfully complete any such re-engineering or other remedial efforts. Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our business, ~~results~~financial ~~of operations~~condition, and ~~financial~~results ~~condition~~of operations and the market price of our shares.

Additionally, if any of our technology violates proprietary rights, including copyrights and patents, third parties may assert infringement claims against us. Certain software modules and other intellectual property used by us or in our satellites make use of or incorporate licensed software components and other licensed technology. These components are developed by third parties over whom we have no control. Any claims brought against us may result in limitations on our ability to use the intellectual property subject to these claims. We may be required to redesign our satellites or products or to obtain licenses from third parties to continue offering our satellites or products without substantially re-engineering such products or systems.

As a public reporting company, we are subject to rules and regulations established by the SEC regarding our internal control over financial reporting. Our internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our Class A Common Stock and your investment.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on the effectiveness of our internal control over financial reporting in our Annual Reports on Form 10-K. This assessment, pursuant to Section 404(a) of the Sarbanes-Oxley Act, must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Additionally, once we are no longer an emerging growth company, pursuant to Section 404(b) of the Sarbanes-Oxley Act, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements to our consolidated financial statements, failure to meet our reporting obligations on a timely basis, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our Class A Common Stock.

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~~confidence~~our management in ~~the~~our ~~accuracy~~internal ~~and~~control ~~completeness~~over offinancial ~~our~~reporting. ~~financial~~Additionally, ~~reports~~once we are no longer an emerging growth company, ~~the~~pursuant ~~market~~to ~~price~~Section 404(b) of ~~our~~the ~~common~~Sarbanes-Oxley ~~stock~~Act, ~~could~~we will be ~~adversely~~required ~~affected~~to ~~and~~comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could ~~become~~result ~~subject~~in material misstatements to ~~litigation~~our orconsolidated ~~investigations~~financial bystatements, ~~Nasdaq~~failure to meet our reporting obligations on a timely basis, loss of investor confidence in the ~~SEC~~accuracy and completeness of our financial reports, orincreases ~~other~~in compliance costs, and subject us to adverse regulatory ~~authorities~~consequences, all of which ~~could~~may ~~require~~adversely ~~additional~~affect ~~financial~~investor confidence in, and ~~management~~the ~~resources~~value of, our Class A Common Stock.

Any unremediated material weaknesses could result in material misstatements to our future annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

We are subject to stringent U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations.

We are required to comply with U.S. export control laws and regulations, including ITAR, Bureau of Political Military Affairs’ directorate of Defense Trade controls administered by the U.S. Department of State, and the EAR, administered by the U.S. Department of Commerce’s Bureau of Industry and Security. Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of ~~our~~ space transport ~~business~~. ~~Violations~~While ofour policies mandate compliance with applicable international trade, export control laws and ~~related~~financial ~~regulations~~crimes ~~could~~laws, ~~result~~failure inby ~~criminal~~our ~~and~~employees, ~~administrative~~agents, ~~penalties~~subcontractors, ~~including~~suppliers ~~fines,~~and/or ~~possible~~existing ~~denial~~or offuture ~~export~~partners ~~privileges,~~to comply with these and ~~debarment,~~similar ~~which~~laws ~~could~~and ~~have~~regulations aand ~~material~~our ~~adverse~~policies could impact onus ~~our~~in ~~business~~various ways that include, ~~including~~but ~~our~~are ~~ability~~not limited to, criminal, civil and administrative fines and/or legal sanctions, denial of export privileges, debarment and the inability to bid for or enter into contracts or ~~subcontracts~~sub-contracts ~~for~~with U.S. government customers and other entities, all of which could have a material adverse effect on our reputation, operations, and financial results.

The inability to secure and maintain necessary export authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned. For example, if we were unable to obtain or maintain our licenses to export certain spacecraft hardware, we would be effectively prohibited from launching our vehicles from certain non-U.S. locations, which would limit the number of launch providers we could use. In addition, if we were unable to obtain a Department of State Technical Assistance Agreement to export certain launch related services, we would experience difficulties or even be unable to perform integration activities necessary to safely integrate our transfer vehicles to non-U.S. launch vehicles. In both cases, these restrictions could lead to higher launch costs which may have a material adverse impact on our results of operations. Similarly, if we were unable to secure effective export licensure to authorize the full scope of activity with a foreign partner or supplier, we may be required to make design changes to spacecraft or updates to our supplier chain, which may result in increased costs to us or delays in vehicle launches.

Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. There is no inherent right to perform an export and given the significant discretion the government has adjudicating such authorizations in furtherance of U.S. national security and foreign policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

In addition, U.S. export control laws, including those applicable to sensitive technologies, continue to change. For example, the control lists under the ITAR and the EAR are periodically updated to reclassify specific types of export-controlled technology. For example, any changes to the jurisdictional assignment of controlled data or hardware used by us could result in the need for different export authorizations, each then subject to a subsequent approval. As a result of any changes, we may, despite our compliance efforts, inadvertently act inconsistently with these laws. In such circumstances, our efforts to investigate and disclose an apparent violation to the relevant U.S. government agency could lead to audits, enforcement actions, fines, penalties, remediation costs, and other consequences that could have a material adverse effect on our business, financial condition, and results of operations.

Similarly, should exceptions or exemptions under the EAR or ITAR, respectively, be changed, our activities otherwise authorized via these mechanisms may become unavailable and could result in the need for additional export authorizations. Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol.

We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for one or more of these contracts could have an adverse impact on our business, results of operations and financial condition.19

Over its lifetime, a U.S. government program may be implemented by the award of many different individual contracts and subcontracts. The funding of U.S. government programs is subject to U.S. Congressional appropriations. In recent years, U.S. government appropriations have been affected by larger U.S. government budgetary issues and related legislation. Furthermore, on January 20, 2025, President Donald J. Trump announced an executive order establishing the “Department of Government Efficiency” to maximize government efficiency and productivity. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect the funding for individual programs and delay purchasing decisions by our customers. Although multi-year contracts may be authorized and appropriated in connection with major procurements, the U.S. Congress generally appropriates funds on a government fiscal year basis. Procurement funds are typically made available for obligation over the course of one to three years. Consequently, programs often initially receive only partial funding, and additional funds are obligated only as the U.S. Congress authorizes further appropriations. We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced as part of the annual appropriations process ultimately approved by the U.S. Congress and the President of the United States or in separate supplemental appropriations or continuing

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~~resolutions,~~ as ~~applicable. The termination of funding for~~ a ~~U.S. government program would~~ result ~~in a loss~~ of ~~anticipated~~geo-political ~~future revenue attributable to that program~~events, which could ~~have~~result anin ~~adverse~~existing ~~impact~~or onproposed ~~our~~export ~~operations.~~authorization Inapplications ~~addition,~~being ~~the~~viewed ~~termination~~in ofunpredictable aways, ~~program~~ or ~~the~~potentially ~~failure~~rejected, toas ~~commit additional funds to~~ a ~~program that already has been started could~~ result inof ~~lost~~the ~~revenue~~changed ~~and~~agency ~~increase~~level ~~our overall costs of doing business~~protocol.

Generally, U.S. government contracts are subject to oversight audits by U.S. government representatives. Such audits could result in adjustments to our contract costs. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed must be refunded. We have recorded contract revenue based on costs we expect to realize upon final audit. However, we do not know the outcome of any future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion and final negotiation of audits. Negative audit findings could also result in termination of a contract, forfeiture of profits, suspension of payments, fines or suspension or debarment from U.S. government contracting or subcontracting for a period of time.

In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience upon payment only for work done and commitments made at the time of termination. For some contracts, we are a subcontractor and not the prime contractor, and in those arrangements, the U.S. government could terminate the prime contractor for convenience without regard for our performance as a subcontractor. We can give no assurance that one or more of our U.S. government contracts will not be terminated under those circumstances. Also, we can give no assurance that we would be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of our U.S. government contracts. Because a significant portion of our revenue is dependent on our performance and payment under our U.S. government contracts, the loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our contracts and services with the U.S. government are also subject to specific procurement regulations and a variety of socioeconomic and other requirements, including the procurement policies and procedures set forth in the FAR. FAR governs all aspects of government contracting, including contractor qualifications and acquisition procedures. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, the U.S. government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices. These initiatives and changes to procurement practices may change the way U.S. government contracts are solicited, negotiated and managed, which may affect whether and how we pursue opportunities to provide our products and services to the U.S. government, including the terms and conditions under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows. For example, contracts awarded under the Department of Defense’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation and Cost Accounting Standards.

Failure to comply with applicable regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages, or suspension or debarment from U.S. government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S. government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption. The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

~~Uncertain macro-economic and political conditions could materially adversely affect our business, results of operations and financial condition.~~20

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accuracy of records, proper recording of costs and foreign corruption. The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

Uncertain macro-economic and political conditions could materially adversely affect our business, financial condition, and results of operations.

Our results of operations are materially affected by economic and political conditions in the U.S. and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic and political conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

The current invasion of Ukraine by Russia has escalated tensions among the U.S., the North Atlantic Treaty Organization (“NATO”) and Russia. The U.S. and other NATO member states, as well as non-member states, have announced new sanctions against Russia and certain Russian banks, enterprises and individuals. These and any future additional sanctions and any resulting conflict between Russia, the U.S. and NATO countries could have an adverse impact on our current operations.

Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S. and other countries have led, and are likely to continue to lead, to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

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commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

Risks Relating to Our Capital Resources

Our indebtedness could expose us to risks that could adversely affect our business, ~~results~~financial ofcondition, ~~operations~~ and ~~financial~~results ~~condition~~of operations.

~~In the future, we may incur indebtedness.~~ Our indebtedness could have significant negative consequences for our security holders, business, ~~results~~financial ofcondition, ~~operations~~ and ~~financial~~results ~~condition~~of operations by, among other things:

•increasing our vulnerability to adverse economic and industry conditions;

•limiting our ability to obtain additional financing;

•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our business; and

•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our ability to make scheduled payments of the principal of, pay cash interest on, or refinance our indebtedness, including our Convertible Notes (defined herein), or any indebtedness that we may incur in the future, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient ~~funds~~to service our indebtedness and to make necessary capital expenditures, and we may otherwise be unable to maintain sufficient cash reserves to ~~pay~~fund our current obligations or any additional indebtedness that we may incur. InFor ~~addition~~example, ~~any~~in ~~future~~connection ~~indebtedness~~with ~~that~~the Lanteris acquisition, we ~~may~~entered ~~incur~~into ~~may~~a ~~contain~~Waiver, ~~financial~~Consent, Amendment and ~~other~~Assignment ~~restrictive~~Agreement ~~covenants~~with ~~that~~ING ~~will~~Belgium ~~limit~~NV/SA ~~our~~(“ING”) ~~ability~~and tocertain ~~operate~~affiliates ~~our~~of ~~business~~Lanteris, ~~raise~~pursuant ~~capital~~to orwhich ~~make~~the ~~payments~~Company became a guarantor under ~~our~~the ~~indebtedness~~Amended and Restated Receivables Purchase Agreement (the “Orbital Receivables Purchase Facility”). IfUnder wethe ~~fail~~facility, tothrough ~~comply~~December ~~with~~1, ~~such~~2026, ~~covenants~~ING ormay topurchase ~~make~~certain ~~payments~~orbital ~~under~~payment ~~any~~receivables of ~~our~~Lanteris ~~indebtedness~~on ~~when~~a ~~due~~discretionary, ~~then~~transaction-by-transaction webasis, ~~would~~up beto inan ~~default~~aggregate ~~under~~maximum ~~that~~of ~~indebtedness,~~$250.0 ~~which~~million. ~~could,~~If ina ~~turn,~~customer ~~result~~prepays ina receivable that ~~indebtedness~~has ~~becoming~~been ~~immediately~~purchased ~~payable~~by inING, ~~full~~Lanteris ~~and~~is ~~cross-default~~required orto ~~cross~~make a contractual make-~~acceleration~~whole ~~under~~payment ~~our~~based ~~other~~on ~~indebtedness~~a ~~and~~net ~~other~~present ~~liabilities~~value formula.

Our actual results may differ significantly from our earnings guidance.

From time to time, we have released, and may continue to release, guidance in our quarterly earnings releases, quarterly earnings conference calls, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management. These projections are ~~not~~ prepared ~~with~~solely aby ~~view~~management ~~toward compliance with published guidelines of the American Institute of Certified Public Accountants,~~ and ~~neither~~have ~~our~~not ~~registered~~been ~~public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly~~compiled, ~~no such person expresses any opinion or any other form of assurance with respect to the projections.~~

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examined, or reviewed by our registered public accountants or any other independent party, and no assurance is provided with respect to such information.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The rapidly evolving market in which we operate may make it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed. However, actual results will vary from our guidance and the variations may be material. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook as of the date of release with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons. Investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material.

We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our common stock less attractive to investors.

We are currently a “smaller reporting company” under federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we cannot predict if investors will find our common stock less attractive for so long as we rely on

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these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or be more volatile.

Our operating results may vary significantly from quarter to quarter.

We expect our revenue and operating results to vary from quarter to quarter. Reductions in revenue in a particular quarter could lead to lower profitability in that quarter because a relatively large amount of our expenses are fixed in the short-term. We may incur significant operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses when contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired.

In addition, payments due to us from our customers may be delayed due to billing cycles or as a result of failures of government budgets to gain congressional and administration approval in a timely manner. The U.S. government’s fiscal year ends September 30. If a federal budget for the next federal fiscal year has not been approved by that date in each year, our customers may have to suspend engagements that we are working on until a budget has been approved. Any such suspensions may reduce our revenue in the fourth quarter of the federal fiscal year or the first quarter of the subsequent federal fiscal year. The U.S. government’s fiscal year end can also trigger increased purchase requests from customers for equipment and materials.

Any increased purchase requests we receive as a result of the U.S. government’s fiscal year end would serve to increase our third or fourth quarter revenue, but will generally decrease profit margins for that quarter, as these activities generally are not as profitable as our typical offerings.

Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section and the following factors, among others:

•the terms of customer contracts that affect the timing of revenue recognition;

•variability in demand for our services and solutions;

•commencement, completion or termination of contracts during any particular quarter;

•timing of shipments and product deliveries;

•timing of award or performance incentive fee notices;

•timing of significant bid and proposal costs;

•the costs of remediating unknown defects, errors or performance problems of our product offerings;

•variable purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts;

•restrictions on and delays related to the export of defense articles and services;

•costs related to government inquiries;

•strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

•strategic investments or changes in business strategy;

•changes in the extent to which we use subcontractors;

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•seasonal fluctuations in our staff utilization rates;

•changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and

•the length of sales cycles.

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Significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any.

Changes in our accounting estimates and assumptions could negatively affect our business, results of operations and financial position.

We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”). These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to revenue recognition, recoverability of assets, valuation of derivatives and nonredeemable non-controlling interests, contingencies, stock-based compensation and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.

Pension and other postretirement benefit obligations may materially impact our earnings, stockholders’ equity and cash flows from operations, and could have significant adverse impacts in future periods.

Lanteris maintains defined benefit pension and other postretirement benefits plans for some of our employees. Potential pension contributions include discretionary contributions to improve the plans’ funded status. The extent of future contributions depends heavily on market factors such as the discount rate and the actual return on plan assets. We estimate future contributions to these plans using assumptions with respect to these and other items. Changes to those assumptions could have a significant effect on future contributions, annual pension and other postretirement costs, the value of plan assets and our benefit obligations.

Significant changes in actual return on pension assets, discount rates and other factors could adversely affect our results of operations and require cash pension contributions in future periods. Changes in discount rates and actual asset returns different than our expected asset returns can result in significant non-cash actuarial gains or losses which we record in the fourth quarter of each fiscal year and, if applicable, in any quarter in which an interim re-measurement is triggered. With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations.

We also provide other postretirement benefits to certain of our employees, consisting principally of health care, dental and life insurance for eligible retirees and qualifying dependents. Our estimates of future costs associated with these benefits are also subject to assumptions, including estimates of the level of medical cost increases and discount rates.

Risks Relating to Our Convertible Notes

We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes.

Holders of our Convertible Notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the Convertible Notes, unless we elect to deliver solely shares of our Class A Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Notes surrendered therefor, pay cash with respect to notes being converted. In addition, our ability to repurchase the Convertible Notes and to pay cash upon conversions of the Convertible Notes may be limited by law, by regulatory authority or by

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agreements governing our future indebtedness. Our failure to repurchase notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the Convertible Notes as required by the indenture would constitute a default under the indenture. A default under the indenture governing the Convertible Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness and could trigger cross-defaults and cross-acceleration with other debt. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversions thereof.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will be entitled to convert their Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A Common Stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Conversions of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A Common Stock.

The conversion of some or all of the Convertible Notes may dilute the ownership interests of our stockholders. Upon conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our Class A Common Stock, or a combination of cash and shares of our Class A Common Stock. If we elect to settle our conversion obligation in shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, any sales in the public market of our Class A Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Class A Common Stock.

The capped call transactions may affect the value of the Convertible Notes and our Class A Common Stock.

In connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions with certain option counterparties. The capped call transactions cover, subject to customary adjustments, the number of shares of our Class A Common Stock initially underlying the Convertible Notes. The capped call transactions are intended to reduce the potential dilution to our Class A Common Stock upon any conversion of Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with these transactions, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A Common Stock and/or purchasing or selling our Class A Common Stock or other securities of ours in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so during any observation period prior to the maturity date of the Convertible Notes, or, to the extent we exercise the relevant termination election under the capped call transactions, following any repurchase, redemption or conversion of the Convertible Notes). This activity could also cause or avoid an increase or a decrease in the market price of our Class A Common Stock or the Convertible Notes, which could affect the ability of holders to convert the Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of Convertible Notes, it could affect the number of shares of Class A Common Stock, if any, and value of the consideration that holders will receive upon conversion of the Convertible Notes.

The potential effect, if any, of these transactions and activities on the market price of our Class A Common Stock or the Convertible Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our Class A Common Stock and the value of the Convertible Notes (and as a result, the value of the consideration or the amount of cash and/or the number of shares, if any, that holders would receive upon the conversion of any notes) and, under certain circumstances, the ability of holders to convert their notes.

In addition, if any such capped call transactions fail to become effective, the option counterparties or their respective affiliates may unwind their hedge positions with respect to our Class A Common Stock, which could adversely affect the value of our Class A Common Stock and the value of the Convertible Notes.

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We are subject to counterparty risk with respect to the capped call transactions.

The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral.

If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transaction with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our Class A Common Stock. In addition, upon a default by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our Class A Common Stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Risks Relating to Our Organizational Structure

Our principal asset is our interest in Intuitive Machines, LLC, and, accordingly, we will depend on distributions from Intuitive Machines, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends. Intuitive Machines, LLC’s ability to make such distributions may be subject to various limitations and restrictions.

We are a holding company and have no material assets other than our equity interest in Intuitive Machines, LLC. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or , declare and pay dividends in the future, and otherwise service our debt, including the Convertible Notes, are dependent upon the financial results and cash flows of Intuitive Machines, LLC and its subsidiaries and distributions we receive from Intuitive Machines, LLC. Intuitive Machines, LLC and its subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants in our debt instruments, may not permit such distributions.

We anticipate that Intuitive Machines, LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of interests in Intuitive Machines, LLC, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Intuitive Machines, LLC. Under the terms of the Amended and Restated (“A&R”) Operating Agreement, Intuitive Machines, LLC is obligated, subject to various limitations and restrictions, including with respect to any applicable credit agreements, to make tax distributions to holders of Intuitive Machines, LLC Common Units and Series A Preferred Units, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant.

We intend, as its managing member, to cause Intuitive Machines, LLC to make (i) pro rata tax distributions to the members of Intuitive Machines, LLC (“Intuitive Machine Members”) in an amount sufficient to fund all or part of their tax obligations in respect of taxable income allocated to them and to cover our tax obligations, other than with respect to income allocated to the Series A Preferred Units, but including payments due under the Tax Receivable Agreement, (ii) additional tax distributions to us to the extent necessary to cover our tax obligations with respect to income from the Series A Preferred Units and (iii) distributions to us to pay our operating expenses and to fund any dividends, including dividends made on the Series A Preferred Stock. However, Intuitive Machines, LLC’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Intuitive Machines, LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Intuitive Machines, LLC insolvent. If we do not have sufficient funds to pay our tax or other liabilities or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in a termination of the Tax Receivable Agreement and the acceleration of payments due under the Tax Receivable Agreement.

22Under the A&R Operating Agreement, we intend to cause Intuitive Machines, LLC, from time to time, to make pro rata distributions in cash to each holder of Intuitive Machines, LLC Common Units (including us) in amounts at least sufficient to cover the taxes imposed on their allocable share of net taxable income of Intuitive Machines, LLC. As a result of (i) potential differences in the amount of net taxable income allocable to us and to Intuitive Machines, LLC’s other members, (ii) the lower tax rate applicable to corporations compared to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines, LLC Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions may be in amounts that

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Under the A&R Operating Agreement, we intend to cause Intuitive Machines, LLC, from time to time, to make pro rata distributions in cash to each holder of Intuitive Machines, LLC Common Units (including us) in amounts at least sufficient to cover the taxes imposed on their allocable share of net taxable income of Intuitive Machines, LLC. As a result of (i) potential differences in the amount of net taxable income allocable to us and to Intuitive Machines, LLC’s other members, (ii) the lower tax rate applicable to corporations compared to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines, LLC Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement. Our Board will determine the appropriate uses for any such excess cash, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. No adjustments to the exchange ratio for Intuitive Machines, LLC Common Units and corresponding shares of Class A Common Stock will be made as a result of any cash distribution by us or any retention of cash by us, and in any event the ratio will remain one-to-one. To the extent we do not distribute such excess cash as dividends on our stock, we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending it (or a portion thereof) to Intuitive Machines, LLC, which may result in shares of our Class A Common Stock increasing in value relative to the value of Intuitive Machines, LLC Common Units. Following such loan or a contribution of such excess cash to Intuitive Machines, LLC, we may, but are not required to, make an adjustment to the outstanding number of Intuitive Machine, LLC Common Units held by the Intuitive Machines Members (other than us). In the absence of such adjustment, the Intuitive Machines Members may benefit from any value attributable to such cash and/or loan balances if they acquire shares of Class A Common Stock in exchange for their Intuitive Machines, LLC Common Units, notwithstanding that such holders may have participated previously as holders of Intuitive Machines, LLC Common Units in distributions that resulted in such excess cash balances.

The Tax Receivable Agreement with the TRA Holders (as defined below) requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

InWe ~~connection~~are ~~with~~party ~~the~~to ~~consummation of the Transactions, we entered into~~ a Tax Receivable Agreement with Intuitive Machines, LLC and certain Intuitive Machines Members (the “TRA Holders”). Under the Tax Receivable Agreement, we are required to make cash payments to the TRA Holders equal to 85% of the amount of cash tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize (calculated using certain assumptions), as a result of the Existing Basis, Basis Adjustments and Interest Deductions (each as defined below). The actual amount of cash tax savings will depend on, among other things, changes in the relevant tax law, whether we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement and the timing of any future redemptions or exchanges of Intuitive Machines, LLC Common Units. We will depend on cash distributions from Intuitive Machines, LLC to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the purchase of Intuitive Machines, LLC Common Units and Intuitive Machines, LLC Common Unit exchanges, and the resulting amounts we are likely to pay out to the TRA Holders pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial.

The payment obligation is an obligation of us and not of Intuitive Machines, LLC. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid by us. Payments under the Tax Receivable Agreement are not conditioned upon one or more of the TRA Holders maintaining a continued ownership interest in Intuitive Machines, LLC or us. Furthermore, if we experience a Change of Control (as defined under the A&R Operating Agreement), which includes certain mergers, asset sales and other forms of business combinations, we would be obligated to make an immediate payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A Common Stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Accordingly, the TRA Holders’ interests may conflict with those of the holders of our Class A Common Stock.

In addition, decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments made under the Tax Receivable Agreement. For example, the earlier disposition of assets following a redemption or exchange of Intuitive Machines, LLC Common Units may accelerate the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption or exchange of Intuitive Machines, LLC Common Units may increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets.

23The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Intuitive Machines, LLC Common Units by, or purchases of Intuitive Machines, LLC Common Units from, the TRA Holders (or their transferees or other

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~~disposition~~assignees), the price of ~~assets~~our ~~before~~Class aA Common Stock at the time of the redemption, exchange or ~~exchange~~purchase, ofthe ~~Intuitive~~extent ~~Machines~~to which such redemptions, ~~LLC~~exchanges ~~Common~~or ~~Units~~purchases ~~increase~~are taxable, the ~~tax~~amount ~~liability~~and timing of the ~~TRA~~taxable ~~Holders~~income ~~(or~~allocated ~~their~~to ~~transferees~~us or ~~assignees)~~otherwise ~~without~~generated ~~giving~~by ~~rise~~us toin ~~any~~the ~~rights~~future; tothe ~~receive~~tax ~~payments~~rates ~~under~~and laws then applicable and the ~~Tax~~portion ~~Receivable~~of ~~Agreement~~our ~~with~~payments ~~respect~~under tothe ~~tax~~Tax ~~attributes~~Receivable ~~associated~~Agreement ~~with~~constituting ~~such~~imputed ~~assets~~interest.

The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Intuitive Machines, LLC Common Units by, or purchases of Intuitive Machines, LLC Common Units from, the TRA Holders (or their transferees or other assignees), the price of our Class A Common Stock at the time of the redemption, exchange or purchase; the extent to which such redemptions, exchanges or purchases are taxable; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the tax rates and laws then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.

In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations thereunder or the Tax Receivable Agreement is rejected by operation of law, (ii) certain mergers, asset sales, other forms of business combinations or other changes of control were to occur after the Closing Date or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be accelerated and become immediately due and payable. The amount due and payable in those circumstances is based on the present value (at a discount rate equal to the secured overnight financing rate (“SOFR”) plus 100 basis points) of projected future tax benefits that are based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, we would be required to make an immediate cash payment that may be made significantly in advance of the actual realization, if any, of such future tax benefits. We could also be required to make cash payments to the TRA Holders that are greater than 85% of the actual cash tax savings we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. We may not be able to fund or finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which are complex and factual in nature, and the Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s rights and obligations under the Tax Receivable Agreement, then our ability to settle such challenges may be restricted by the rights of the TRA Holders pursuant to the Tax Receivable Agreement, and such restrictions apply for as long as the Tax Receivable Agreement remains in effect. In addition, we will not be reimbursed for any cash payments previously made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a TRA Holder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a TRA Holder will be netted against any future cash payments that we might otherwise be required to make to such TRA Holder under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a TRA Holder for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of 85% of the actual cash tax savings that we realize in respect of the tax attributes with respect to a TRA Holder that are the subject of the Tax Receivable Agreement.

If Intuitive Machines, LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Intuitive Machines, LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

24We and Intuitive Machines, LLC intend to operate such that Intuitive Machines, LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exercises of the Intuitive Machines, LLC Options, redemptions and exchanges of Intuitive Machines, LLC Common Units pursuant to the Intuitive Machines Members’ redemption and

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weexchange ~~would~~rights ~~not~~as described under the A&R Operating Agreement or other transfers of Intuitive Machines, LLC units could cause Intuitive Machines, LLC to be ~~able~~treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to ~~recover~~operate ~~payments~~so that redemptions, exchanges and other transfers of Intuitive Machines, LLC units qualify for one or more such safe harbors. For example, we ~~previously~~intend ~~made~~to ~~under~~limit the ~~Tax~~number ~~Receivable~~of unitholders of Intuitive Machines, LLC, and the A&R Operating Agreement ~~even~~provides iffor limitations on the ~~corresponding~~ability ~~tax~~of ~~benefits~~unitholders ~~were~~of ~~subsequently~~Intuitive ~~determined~~Machines, LLC to ~~have~~transfer ~~been~~their ~~unavailable~~Intuitive ~~due~~Machines, LLC units and will provide us, as managing member of Intuitive Machines, LLC, with the right to ~~such~~impose ~~status~~restrictions (in addition to those already in place) on the ability of owners of Intuitive Machines, LLC to redeem, exchange or otherwise transfer their Intuitive Machines, LLC units to the extent we believe it is necessary to ensure that Intuitive Machines, LLC will continue to be classified as a partnership for U.S. federal income tax purposes.

We and Intuitive Machines, LLC intend to operate such that Intuitive Machines, LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exercises of the Intuitive Machines, LLC Options, redemptions and exchanges of Intuitive Machines, LLC Common Units pursuant to the Intuitive Machines Members’ redemption and exchange rights as described under the A&R Operating Agreement or other transfers of Intuitive Machines, LLC units could cause Intuitive Machines, LLC to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate so that redemptions, exchanges and other transfers of Intuitive Machines, LLC units qualify for one or more such safe harbors. For example, we intend to limit the number of unitholders of Intuitive Machines, LLC, and the A&R Operating Agreement provides for limitations on the ability of unitholders of Intuitive Machines, LLC to transfer their Intuitive Machines, LLC units and will provide us, as managing member of Intuitive Machines, LLC, with the right to impose restrictions (in addition to those already in place) on the ability of owners of Intuitive Machines, LLC to redeem, exchange or otherwise transfer their Intuitive Machines, LLC units to the extent we believe it is necessary to ensure that Intuitive Machines, LLC will continue to be classified as a partnership for U.S. federal income tax purposes.

If Intuitive Machines, LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Intuitive Machines, LLC, including as a result of our inability to file a consolidated U.S. federal income tax return with Intuitive Machines, LLC. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Intuitive Machines, LLC’s assets) were subsequently determined to have been unavailable.

If we were deemed to be an investment company under the Investment Company Act, as a result of our ownership of Intuitive Machines, LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the Investment Company Act.

As the sole managing member of Intuitive Machines, LLC, we control and operate Intuitive Machines, LLC. On that basis, we believe that our interest in Intuitive Machines, LLC is not an “investment security” as that term is used in the Investment Company Act. However, if we were to cease participation in the management of Intuitive Machines, LLC, our interest in Intuitive Machines, LLC could be deemed an “investment security” for purposes of the Investment Company Act.

We and Intuitive Machines, LLC intend to continue to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

We and Intuitive Machines, LLC are controlled by our Founders (as defined below), whose interests may differ from those of our public stockholders.

Our Founders Dr. Kamal Ghaffarian, Stephen Altemus and Timothy Crain and their permitted transferees (collectively, the “Founders”), have control over almost all stockholder decisions because they control a substantial majority of the combined voting power. This may limit or preclude your ability to influence corporate matters. As of March 1811, ~~2025~~2026, our Founders collectively control approximately 6252% of the combined voting power of our common stock primarily as a result of their ownership of Class C Common Stock, each share of which is entitled to three votes on all matters submitted to a vote of our stockholders.

As a result, the Intuitive Machines Founders have the ability to control any action requiring the general approval of our stockholders, including the election and removal of directors and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant corporate transactions for so long as they retain significant ownership of our Class C Common Stock. This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make some transactions more difficult or impossible without their support, even if such events are in the best interests of minority stockholders. This concentration of voting power may have a negative impact on the trading price of Class A Common Stock.

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including potential mergers or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant corporate transactions for so long as they retain significant ownership of our Class C Common Stock. This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make some transactions more difficult or impossible without their support, even if such events are in the best interests of minority stockholders. This concentration of voting power may have a negative impact on the trading price of Class A Common Stock.

Our Founders are entitled to vote their shares, and shares over which they have voting control, in their own interests, which may not always be in the interests of our stockholders generally. Because our Founders hold their economic interest in our business through Intuitive Machines, LLC, rather than through us, they may have conflicting interests with holders of shares of Class A Common Stock. For example, our Founders may have a different tax position from us, which could influence their decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” In addition, our Founders’ ability to effectively control us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of Class A Common Stock might otherwise receive a premium for your shares over the then-current market price.

We cannot predict the impact our multi-class structure may have on our stock price.

We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our Class A Common Stock or in adverse publicity or other adverse consequences. Our multi-class capital structure may make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. In addition, other stock indices may take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and would make our Class A Common Stock less attractive to other investors. As a result, the trading price and volume of our Class A Common Stock could be adversely affected.

Risks Relating to the Ownership of Our Class A Common Stock

Delaware law and the Certificate of Incorporation and our bylaws (the “By-Laws”) contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Certificate of Incorporation, By-Laws, and the Delaware General Corporate Law (“DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current members of the Board or taking other corporate actions, including effecting changes in management. Among other things, the Certificate of Incorporation and By-Laws include provisions regarding:

•the ability of the Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•the limitation of the liability of, and the indemnification of, our directors and officers;

•the right of the Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board;

•the requirement that directors may only be removed from the Board for cause and upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of the then outstanding capital stock;

•a prohibition on stockholder action by written consent (except for actions by the holders of Class B Common Stock, Class C Common Stock or as required for holders of any series of preferred stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

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•the requirement that a special meeting of stockholders may be called only by the Board, the chairman of the Board or chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•controlling the procedures for the conduct and scheduling of the Board and stockholder meetings;

•the requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Certificate of Incorporation which could preclude stockholders from bringing matters before ~~annual or special meetings of stockholders and delay changes in the Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;~~

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annual or special meetings of stockholders and delay changes in the Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•the ability of the Board to amend the By-Laws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the By-Laws to facilitate an unsolicited takeover attempt; and

•advance notice procedures with which our stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

In addition, as a Delaware corporation, we are generally subject to provisions of Delaware law, including the DGCL. Any provision of the Certificate of Incorporation, By-Laws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our Common Stock and could also affect the price that some investors are willing to pay for our Common Stock.

The Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings between us and our stockholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

The Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware with subject matter jurisdiction, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of Intuitive Machines, Inc. to it or its stockholders, (c) any action asserting a claim against us or our officers or directors arising pursuant to any provision of the DGCL, the Certificate of Incorporation or By-Laws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (d) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the By-Laws or any provision thereof, (e) any action asserting a claim against us or any current or former director, officer, employee, stockholder or agent of Intuitive Machines, Inc. governed by the internal affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL. The Certificate of Incorporation also provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. This provision in the Certificate of Incorporation does not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities of will be deemed to have notice of and consented to the provisions of the Certificate of Incorporation described in the preceding paragraph. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Certificate of Incorporation is inapplicable or unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

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unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

Our business and operations could be negatively affected if it becomes subject to certain claims, litigation or shareholder activism, which could, among other things, cause us to incur significant expense, negatively impact our reputation, hinder execution of business and growth strategy and impact our stock price.

We may be subject to certain claims, litigation, shareholder activism or other proceedings, which could take many forms or arise in a variety of situations. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our Board’s attention and resources from our business. Additionally, the Company has been, and may in the future become, subject to litigation from customers, suppliers or other parties. For example, on November 22, 2024, an alleged successor in interest to a purported former holder of shares of our Series A Preferred Stock (the “Plaintiff”) filed a breach of contract action in the Delaware Court of Chancery alleging that Plaintiff’s predecessor received fewer shares of common stock upon conversion of its shares of Series A Preferred Stock than it was allegedly entitled to receive under the terms of the applicable certificate of designation. The Plaintiff is seeking unspecified contractual damages and equitable relief. Although we believe that we have meritorious defenses and intend to vigorously defend the litigation, we cannot be certain as to the ultimate outcome of this matter or as to any potential losses we may incur, which may be material. Any litigation could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any litigation and stockholder activism.

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result in substantial costs and divert management’s and our Board’s attention and resources from our business. Additionally, the Company has been, and may in the future become, subject to litigation from customers, suppliers or other parties. For example, on November 22, 2024, an alleged successor in interest to a purported former holder of shares of our Series A Preferred Stock (the “Plaintiff”) filed a breach of contract action in the Delaware Court of Chancery alleging that Plaintiff’s predecessor received fewer shares of common stock upon conversion of its shares of Series A Preferred Stock than it was allegedly entitled to receive under the terms of the applicable certificate of designation. The Plaintiff is seeking unspecified contractual damages and equitable relief. Although we believe that we have meritorious defenses and intend to vigorously defend the litigation, we cannot be certain as to the ultimate outcome of this matter or as to any potential losses we may incur, which may be material. In addition, in October 2023, the Civil Division of the U.S. Department of Justice issued a Civil Investigative Demand as part of an investigation into allegations that Lanteris submitted, or caused to be submitted, false claims to the federal government by failing to meet cybersecurity requirements in federal regulations and government contracts issued to Lanteris and made or used false records or statements material to these false claims. Any litigation could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any litigation and stockholder activism.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of Class A Common Stock, which could depress the trading price of our Class A Common Stock.

Our Certificate of Incorporation authorizes us to issue one or more series of preferred stock. Our Board has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of Class A Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for Class A Common Stock at a premium to the market price and materially and adversely affect the market price and the voting and other rights of the holders of Class A Common Stock.

Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Common Stock to fall.

Sales of a substantial number of our shares of Class A Common Stock in the public market by our ~~other~~ existing securityholders, including through the exercise of registration rights granted by us, or the perception that those sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Common Stock.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, the Equity Incentive Plan or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees and directors under the Equity Incentive Plan. We also intend to raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Risk Management and Strategy

We believe cybersecurity is critical to advancing the Company’s strategy and the growth of our business. We manufacture and operate highly sophisticated spaceflight systems that depend on complex technology and face a multitude of cybersecurity threats. Threat actors (such as ransomware groups) are becoming increasingly sophisticated and using tools and techniques that are designed to circumvent security controls, to evade detection and to remove or obfuscate forensic evidence. Our information technology systems and networks may be damaged, disrupted, or compromised by malicious events, such as cyberattacks (including computer viruses, ransomware, and other malicious and destructive code, phishing attacks, and denial of service attacks), physical or electronic security breaches, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, and human error. Such attacks or security breaches may be perpetrated by internal bad actors, such as employees or contractors, or by third parties. Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

We also work cooperatively with our suppliers, subcontractors, venture partners and other parties. Failures and disruptions or compromises to our or our third parties’ systems may cause targeted cyberattacks or similar events or incidents to impact our business and operations. While we have built operational processes to help ensure the integrity of our design, manufacture, performance and servicing of our systems, there can be no assurance that we will not experience operational or process failures and other problems due to cyber incidents.

Intuitive Machines uses several methods for controlling cybersecurity risks/threats. We use next generation firewall hardware to identify threats and malware and block those in transit before they reach our networks. We use software that identifies malware/viruses and blocks those before execution. We also implement software tools that create weekly reports of vulnerabilities for the Information Technology (“IT”) organization to review and action. Additionally, we have systems that collect logs and events from various elements within the networks including firewalls, servers, network hardware, and user equipment and displays all these events in one place for forensic analysis and tracking. If any security incidents do occur, they are tracked within our incident response system through to closure. We also engage with third party consultants to assess cyber risk to both our mission operations network and our business operations network.

WeIn ~~have~~addition, ~~not~~in ~~experienced~~connection ~~any~~with ~~cybersecurity~~the ~~incidents~~acquisition ~~that~~of ~~have~~Lanteris ~~had~~completed on January 13, 2026, we entered into a ~~material~~Transition ~~impact~~Service onAgreement ~~our~~(“TSA”) ~~business~~with ~~strategy,~~Vantor ~~results~~under ofwhich ~~operations~~Vantor orprovides ~~financial~~comprehensive ~~condition. Our~~cybersecurity ~~costs~~and toIT ~~adequately~~security ~~counter~~services ~~the~~to ~~risk~~Lanteris offor ~~cyber~~an initial nine-~~attacks~~month ~~and~~period towhile ~~comply~~Lanteris ~~with~~establishes ~~contractual~~independent cybersecurity infrastructure. Lanteris and~~/or~~ ~~regulatory~~Vantor ~~compliance~~were ~~requirements~~both ~~may~~part ~~increase~~of ~~significantly~~Maxar inTechnologies, ~~the~~with ~~future.~~Vantor Ifmanaging ~~there~~cybersecurity isand aIT ~~security~~operations. ~~vulnerability,~~Under ~~error~~the TSA, orVantor ~~other~~provides ~~bug~~continuous insecurity ~~one~~monitoring ofand ~~ours~~incident orresponse ~~our~~through ~~critical~~a ~~third-party~~24/7 ~~systems~~Security orOperations ifCenter ~~there~~supplemented isby amanaged ~~security~~detection ~~exploit~~and ~~targeting~~response ~~them~~services, weendpoint ~~could~~and ~~face~~cloud ~~increased~~security ~~costs~~protections, ~~claims~~email security, ~~liability~~network threat detection, ~~reduced~~vulnerability ~~revenue~~management, threat intelligence, and ~~harm~~vendor torisk ~~our~~assessment ~~reputation~~capabilities. orVantor's ~~competitive~~cybersecurity ~~position.~~organization ~~For~~is aled ~~description~~by ofa ~~possible~~Chief ~~risks~~Information ~~associated~~Security Officer, with adedicated ~~cybersecurity~~teams ~~incident~~for security operations, ~~refer~~threat tointelligence, ~~Part~~cyber Iengineering, ~~Item~~vulnerability 1Amanagement, ~~Risk~~cyber ~~Factors~~resiliency, ofgovernance ~~this~~risk ~~Annual~~and ~~Report~~compliance, ~~“If~~and ~~any~~program ofmanagement. ~~our~~This ~~systems,~~organizational structure will continue through the ~~systems~~duration of ~~any~~the ~~critical~~TSA. ~~Third~~Lanteris ~~Parties~~is ~~upon~~transitioning ~~which~~these weservices ~~rely~~to orindependently ~~our~~managed ~~customers’~~infrastructure, ~~systems~~establishing ~~are~~direct vendor relationships, orimplementing ~~appear~~security togovernance beframeworks, ~~breached~~and orbuilding ifequivalent ~~unauthorized~~monitoring ~~processing~~and ofincident ~~customer~~response orcapabilities. ~~third-party~~Lanteris ~~data~~has isa ~~otherwise~~dedicated ~~performed,~~cybersecurity ~~public~~team ~~perception~~ of ~~our~~12 ~~products~~professionals ~~services~~covering ~~may~~security bearchitecture ~~harmed~~and engineering, governance, risk and wecompliance, ~~may~~and ~~lose~~application ~~business~~security. ~~and~~We ~~incur~~expect ~~losses~~to orexit ~~liabilities.”~~the TSA for cybersecurity services by October 2026.

We have not experienced any cybersecurity incidents, nor have we identified risks from known cybersecurity threats, that have had a material impact on our business strategy, results of operations or financial condition. Our costs to adequately counter the risk of cyber-attacks and to comply with contractual and/or regulatory compliance requirements may increase significantly in the future. If there is a security vulnerability, error, or other bug in one of ours or our critical third-party systems or if there is a security exploit targeting them, we could face increased costs, claims, liability, reduced revenue, and harm to our reputation or competitive position. For a description of possible risks associated with a cybersecurity incident, refer to Part I, Item 1A Risk Factors of this Annual Report, “If any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be, breached or if unauthorized processing of customer or third-party data is otherwise performed, public perception of our products services may be harmed, and we may lose business and incur losses or liabilities.”

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Governance

The Board oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives, senior leadership regularly briefs the Board of Directors on our cybersecurity and information security posture and the Board of Directors is apprised of cybersecurity threats. Our information technology organization, led by our Senior Vice President of Production & Operations, and our Senior Director of IT & Cybersecurity, are responsible for our overall information security strategy, policy and cyber threat detection and response. The current Senior Director of IT and Cybersecurity is a Certified Information Systems Security Professional (“CISSP”) and has 2829 years of IT industry experience in operations and cybersecurity planning and implementations for organizations internal to NASA, Jacobs Engineering, and Lockheed Martin. The Information Technology team includes full-time cybersecurity professionals that work routinely with third party security firms along with government and civilian agencies for malware remediation, threat intelligence sharing, and cyber risk analysis exercises. These partnerships provide 24/7 monitoring and remediation, and the shared intelligence flows into regular updates for our evolving security strategies. Our IT operations team has a combined experience of over 50 years combating cyber threats at all levels including military, government, civilian agencies, and corporate enterprise.

The full Board retains oversight of cybersecurity because of its importance to the Company. In the event of an incident, we intend to follow our detailed incident response playbook, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g. legal), as well as senior leadership and the Board, as appropriate. Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management process.

29We have implemented cybersecurity policies and frameworks based on industry and governmental standards. As a government contractor, we must comply with extensive regulations, including requirements imposed by International Standards such as ISO/IEC 20000-1:2018 Information Technology – Service Management and ISO/IEC 27001:2013 Information Technology – Security Techniques, National Institute of Standards and Technology (NIST) Special Publication (SP) 800 Series requirements and controls, Cybersecurity and Infrastructure Security Agency (CISA) guidance, applicable Federal Information Processing Standards (FIPS) and Federal Acquisition Regulations guidance, and are continuing progress towards full implementation of the Cybersecurity Maturity Model Certification (CMMC) 2.0 standards in 2026.

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We have implemented cybersecurity policies and frameworks based on industry and governmental standards. As a government contractor, we must comply with extensive regulations, including requirements imposed by International Standards such as ISO/IEC 20000-1:2018 Information Technology – Service Management and ISO/IEC 27001:2013 Information Technology – Security Techniques, National Institute of Standards and Technology (NIST) Special Publication (SP) 800 Series requirements and controls, Cybersecurity and Infrastructure Security Agency (CISA) guidance, applicable Federal Information Processing Standards (FIPS) and Federal Acquisition Regulations guidance, and are continuing progress towards full implementation of the Cybersecurity Maturity Model Certification (CMMC) 2.0 standards in 2025.

Item 2. Properties

Houston, Texas. Our ~~principal facility is a leased facility located in Houston, Texas which includes our~~ corporate headquarters, ~~and~~completed ~~Lunar~~in ~~Production~~late ~~and~~2023, ~~Operations~~is ~~Center~~a ~~(“LPOC”)~~leased facility at the Houston Spaceport at Ellington Airport. ~~The~~that ~~center~~provides ~~was~~office ~~completed in late 2023~~ and ~~spans~~advanced ~~across~~production ~~about 12~~space.5 ~~acres~~In ofJuly ~~real estate~~2025, ~~and~~we ~~has~~executed ~~more~~a ~~than~~sublease ~~100,000~~for ~~square~~additional ~~feet of~~ office and ~~advanced~~ production space. ~~The~~at ~~LPOC~~the ~~serves~~Houston asSpaceport aat ~~production~~Ellington ~~and~~Airport. ~~testing~~The ~~facility~~leased ~~of lunar lander components and other aerospace related operations and features tiered storage, an advanced loading dock, and a~~ production ~~area~~space ~~with~~includes 45turn-~~foot~~key ~~ceilings~~production ~~and~~equipment, ~~crane~~including ~~capable~~test ~~of handling our Nova Lunar Lander designs~~facilities.

~~Glen~~Palo ~~Burnie~~Alto and San Jose, ~~Maryland~~California. In ~~2024~~Lanteris, wethe ~~expanded~~Company’s ~~our~~recent ~~presence~~acquisition ~~and~~that ~~opened~~closed ~~our~~in ~~leased~~January 2213,~~000~~ ~~square~~2026, ~~foot~~operates ~~Maryland~~out ~~facility~~of ~~that~~multiple ~~focuses~~locations onin ~~mechanisms~~California ~~and~~that ~~robotics.~~provides ~~This~~manufacturing ~~facility builds~~ and ~~tests~~office space~~-flight~~. ~~equipment~~The ~~and~~Palo ~~hardware.~~Alto ~~The~~facility ~~staff~~supports ~~consists~~spacecraft ~~primarily~~design, ofsystems ~~mechanical~~engineering, and ~~aerospace~~program ~~engineers,~~management asand ~~well~~the asSan ~~electromechanical~~Jose ~~technicians~~facility ~~and~~supports ~~related~~large-scale ~~engineering~~spacecraft ~~support~~manufacturing, ~~staff.~~assembly, integration, and testing.

~~Phoenix, Arizona.~~ In ~~2024~~addition, inwe ~~connection~~lease ~~with~~various ~~the~~other ~~Lunar~~facilities ~~Reconnaissance~~within ~~Orbiter~~the ~~Camera~~United ~~(“LROC”)~~States ~~and~~to ~~Shadow~~support ~~Cam~~mechanisms ~~subcontracts,~~and ~~we opened our leased 16~~robotics,~~000~~ ~~square~~research ~~foot~~and ~~lunar data analytics facility in Phoenix~~development, ~~Arizona~~manufacturing ~~where~~and weoffice ~~perform~~space. ~~operations~~We ~~for~~believe ~~lunar~~that ~~assets~~our ~~and~~facilities ~~operations,~~are ~~analyze~~adequate ~~landing~~to ~~site~~meet ~~and~~our ~~mobility~~needs ~~paths~~for on the ~~Moon.~~immediate future.

Item 3. Legal Proceedings

In the ordinary course of business, we are involved in various pending and threatened litigation matters. In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and could adversely affect our business. In addition, from time to time, we may receive letters or other forms of communication asserting claims against us. Information relating to commitments and contingencies is described in Note 14 - Commitments and Contingencies to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

On November 22, 2024, Starlight Strategies IV LLC (“Plaintiff”), an alleged successor in interest to a purported former holder of shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) filed a breach of contract action in Delaware Chancery Court. The complaint alleges that the Plaintiff’s predecessor received fewer shares of common stock upon conversion of its shares of Series A Preferred Stock than it was allegedly entitled to receive under the terms of the applicable certificate of designation. The Plaintiff is seeking unspecified contractual damages and equitable relief. The Company has filed its answer to the complaint and asserted counterclaims against the Plaintiff and third-party claims against certain entities affiliated with the Plaintiff. Also, on

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January 24, 2025, Kingstown 1740 Fund L.P. and Kingstown Capital Partners LLC (together, “Kingstown”) moved to intervene, seeking to file a complaint in intervention against Starlight. The court granted Kingstown leave to intervene. In connection with the intervention, the Company has agreed to pay Kingstown’s legal fees. In February 2026, the Company and Plaintiff filed motions for summary judgment. The court granted parties leave to move for summary judgment. The Company has not recorded an accrual related to this matter because a loss is not considered probable or reasonably estimable at this time.

In October 2023, the Civil Division of the U.S. Department of Justice issued a Civil Investigative Demand as part of an investigation into allegations that Lanteris submitted, or caused to be submitted, false claims to the federal government by failing to meet cybersecurity requirements in federal regulations and government contracts issued to Lanteris and made or used false records or statements material to these false claims. In late 2025, the Department of Justice presented its initial civil investigation review to Lanteris that it alleged constitute False Claims Act violations related to certain federal government contracts awarded to it. Lanteris is cooperating with the investigation. In connection with the Company’s acquisition of Lanteris, the Seller Parent (as defined in the Lanteris Purchase Agreement) agreed to indemnify Intuitive Machines and its affiliates for the liability of Lanteris related to this investigation. At the request of the Department of Justice, a response and counter arguments to dispute the department’s assertions against Lanteris of False Claims Act violations will be made in the coming months.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A Common Stock is listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbol “LUNR.”

Holders

As of March 1811, ~~2025~~2026, there were 41110 holders of record of our Class A Common Stock, 0 holders of record of our Class B Common Stock, 5 holders of record of our Class C Common Stock and 1 holder of record of our Series A Preferred Stock. In ~~calculating~~The ~~the~~ number of ~~shareholders,~~Class weA ~~consider~~common ~~clearing~~stockholders ~~agencies~~does not include the stockholders whose shares are held in “street name” by brokers, financial institutions, and ~~security~~other ~~position~~nominees. ~~listings~~The asactual ~~one~~number ~~shareholder~~of ~~for~~stockholders ~~each~~is ~~agency~~greater orthan ~~listing~~the number of holders of record.

Dividend Policy

We have not declared or paid dividends on our common stock to date. We have no current plans to pay dividends on our Class A Common Stock in the foreseeable future. Holders of our Class B Common Stock and Class C Common Stock do not have any right to receive dividends. The declaration, amount, and payment of any future dividends on shares of Class A Common Stock is at the sole discretion of our Board and will depend on a number of factors, including general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant.

Sale of Unregistered Securities and Use of Proceeds

~~Sales~~On ofOctober ~~unregistered~~1, ~~equity~~2025, ~~securities~~the ~~were~~Company ~~previously~~issued ~~reported~~an inaggregate aof ~~Quarterly~~1,104,178 ~~Report~~shares onof ~~Form~~Class ~~10-Q~~A orCommon inStock, avalued ~~Current~~at ~~Report~~$11.7 onmillion, ~~Form~~to ~~8-K.~~the ~~Additionally,~~seller ~~you~~as ~~may~~partial ~~refer~~consideration toin ~~the~~connection ~~following~~with ~~footnote~~the ~~disclosures~~Company’s inacquisition ~~this~~of ~~Annual~~KinetX. ~~Report~~The onshares ~~Form~~of ~~10-K~~Class ~~for~~A ~~information~~Common onStock ~~these~~were ~~transactions~~issued ~~related~~in toreliance ~~unregistered~~upon ~~equity~~the ~~securities:~~exemption ~~Note~~from 2the ~~for~~registration ~~information~~requirements onof the ~~Series~~Securities AAct ~~Investment~~provided ~~related~~by toSection ~~the~~4(a)(2) ~~Business~~thereof ~~Combination,~~as ~~and~~a ~~Note~~transaction 8by ~~for~~an ~~information~~issuer onnot ~~the~~involving ~~sell~~any ofpublic ~~securities~~offering. inThere awere ~~private~~no ~~placement~~other ~~with~~unregistered ~~Armistice~~sales ~~Capital~~of ~~Master~~our ~~Fund~~equity ~~Ltd,~~securities ~~and~~during the ~~sell~~fiscal ofyear ~~securities~~ended December 31, 2025, that were not otherwise disclosed in a ~~private~~Quarterly ~~offering~~Report ~~with~~on anForm ~~accredited~~10-Q ~~investor~~or a Current Report on Form 8-K.

Issuer Purchases of Equity of Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

The ~~following table summarizes our equity compensation plans~~ information asrequired ofby ~~December 31,~~this ~~2024. See~~item ~~Note~~is 10incorporated -by ~~Share-Based~~reference ~~Compensation~~to ~~and~~our ~~Retirement~~Proxy ~~Benefits~~Statement offor the ~~consolidated~~2026 ~~financial~~Shareholders ~~statements included in this Annual Report on Form-10K for a description of each plan~~Meeting.

Plan Category	Number of securities to be issued upon exercise of outstanding restricted stock units and options(a)	Weighted-average exercise price of outstanding restricted stock options and options(b)(1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)
Equity compensation plans approved by shareholders:
2021 Plan	989,423	$	3.54	—
2023 Plan(2)	3,307,039	$	—	8,060,355
Equity compensation plans not approved by shareholders	—			—
Total	4,296,462			8,060,355

(1) Reflects the effects of the Business Combination (as discussed in Note 1) in which share-based compensation awards of legacy Intuitive Machines, LLC were converted into share-based compensation awards of Intuitive Machines using an exchange ratio of 0.5562.

(2) Column (a) represents shares of common stock that may be issued upon the vesting and settlement of service-based RSUs with no consideration of an exercise price.

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Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As a result of the closing of the Business Combination (as defined in Note 1) on February 13, 2023, which was accounted for as a reverse recapitalization in accordance with U.S. GAAP, the financial statements of Intuitive Machines, LLC, a Delaware limited liability company and our wholly-owned subsidiary, are now the financial statements of the Company. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report. Certain of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and Part I. Item 1A. “Risk Factors” included in this Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Unless otherwise indicated or the context otherwise requires, references in this section to the “Company,” “IM,” “Intuitive Machines,” “we,” “us,”, or “our” refer to Intuitive Machines, Inc. and its consolidated subsidiaries.

Overview

WeIntuitive ~~are a space technology~~Machines, ~~infrastructure~~Inc., ~~and~~collectively ~~services~~with ~~company~~its ~~founded~~subsidiaries ~~in 2013 that is contributing to~~ (the ~~establishment~~“Company,” of“IM,” ~~cislunar~~“Intuitive ~~infrastructure~~Machines,” ~~and~~“we,” ~~helping~~“us” toor ~~develop~~“our”) ~~cislunar~~is ~~and~~a ~~deep~~ space ~~commerce.~~infrastructure ~~Cislunar~~and ~~encompasses~~services ~~objects~~company infounded ~~orbit~~ in ~~the~~2013 ~~Earth-Moon system~~ and focused on ~~the~~enabling ~~Lunar~~sustained ~~surface,~~infrastructure ~~while~~and ~~deep~~human ~~space~~activity ~~exploration is space~~ beyond ~~the Moon, including Mars~~Earth. We believe ~~we have a leading position in~~ the ~~development~~United ofStates ~~technology~~is ~~platforms~~transitioning ~~operating~~from inepisodic ~~three~~space ~~core~~missions ~~pillars~~to ~~—delivery~~long-duration ~~services,~~operations ~~data~~and ~~transmission~~persistent ~~services~~presence, and ~~infrastructure~~we ~~as a service— as described below under Our Business Strategy. We~~ are ~~focused~~building ~~on establishing~~ the ~~lunar~~systems ~~infrastructure associated with each of the three pillars, which provides the basis for commerce to inform~~ and ~~sustain human presence off Earth. Our vision is that our infrastructure~~ services ~~enable~~required ~~our customers~~ to ~~focus~~support onthis ~~their~~evolution ~~unique~~across ~~contributions~~civil, tonational ~~create a thriving~~security, ~~diverse cislunar economy~~ and ~~expand the~~ commercial ~~space exploration marketplace to the Lunar surface and beyond~~markets.

The United States (“U.S.”) government has indicated that returning to the moon is of strategic importance to the U.S. and we believe it will continue to have bipartisan support as we enter the next generation space race with the People’s Republic of China (“China”). We ~~believe that space is the next economic frontier~~design, ~~with the moon being the next stepping stone~~build, integrate and ~~the~~operate ~~increased demand from governments~~spacecraft, ~~intelligence~~communications ~~agencies~~networks, ~~commercial industries,~~ and ~~private~~space ~~individuals~~systems ~~has~~that ~~created~~support ~~multiple opportunities for long-term growth. We intend to participate in expanding the cislunar economy through a steady cadence of missions, with the intent of offering reduced cost of access and~~ operations ~~while~~across ~~providing~~low ~~reliable~~Earth ~~missions~~orbit on a defined schedule. We are one of a select few companies servicing NASA and a worldwide set of commercial payload customers. We believe we have a strong position, as evidenced by four Commercial Lunar Payload Services (“~~CLPS~~LEO”) ~~awards to date as of December 31~~, ~~2024.~~geostationary Onorbit ~~February 22, 2024, our Nova-C lander became the first U.S. vehicle to softly land on the lunar surface since 1972, utilizing our Nova-C Guidance, Navigation and Control~~ (“~~GN&C~~GEO”), ~~and~~cislunar ~~Propulsion systems~~space, ~~both of which were designed~~ and ~~are~~deep ~~produced in-house~~space. Our ~~IM-1~~strategy ~~Nova-C~~is ~~lander carried approximately 100 kilograms of science experiment and technology demonstration payloads, including the first CLPS payload,~~ to aevolve ~~landing~~space ~~site~~activity ~~closer~~from to the lunar south pole than any previous mission. We operated on the lunar surface beyond the CLPS required mission duration and downloaded over 500 MB of payload customer data on our commercial Lunar Data Network. In March 2025, our IMsingle-2 mission ~~landed~~execution attoward ~~the~~continuously ~~southernmost~~operating ~~location~~infrastructure ofby ~~the~~combining ~~moon,~~spacecraft 5delivery ~~degrees~~with ~~from the south pole. While in transit, our space to ground communications brought down over 8GB of data from space over our~~ network; ~~delivered~~connectivity ~~3 rideshare customers to trans lunar injection orbit~~ and ~~assisted~~long-term ~~them with ground tracking and communication; and demonstrated precision autonomous orbit~~ operations ~~circling the moon for 39 orbits over a 72 hour period~~. ~~While~~We onbelieve ~~the~~this ~~surface,~~approach wepositions ~~demonstrated~~us ~~the ability~~ to ~~manage~~support ~~power~~enduring ingovernment ~~thermal~~requirements ~~conditions~~while onenabling the ~~south~~development ~~pole surface and in a crater. With the challenge~~ of not being able to recharge the IM-2 lander solar panels post landing, the mission was still able to complete several mission and payload milestones, including downloading 500 MB of payload customer data from the lunar surface. See Our Business Strategy for a ~~description~~commercial ofspace ~~our additional lunar missions, lunar relay communications, lunar vicinity navigation, and autonomous surface rover operations~~economy.

~~The~~Our ~~U.S.~~operating ~~Space~~model ~~Force~~is ~~(“Space~~organized ~~Force”)~~around ~~has~~three ~~recently~~integrated begun to turn its attention to the cislunar space, as noted in the Mitchell Institute paper “Securing Cislunar Space and the First Island Off the Coast of Earth.” As the leading CLPS provider and the first company to have successfully landed and operated on the Moon, we believe we are at the forefront of NASA's push for a sustainable return to the lunar surface, while simultaneously driving critical early conversations with the U.S. Department of Defense (“U.S. DoD”) and Space Force to secure the Moon and cislunar space to ensure peaceful and strategic operations in this emerging domain.capabilities:

33•Build — designing, manufacturing, and delivering spacecraft, landers, satellites, surface systems, propulsion, and avionics for government and commercial customers;

~~Table~~•Connect of— ~~Contents~~integrating deployed assets into communications, navigation, command and control, and data relay networks that enable persistent connectivity; and

~~Our~~•Operate ~~Business~~— ~~Model~~providing mission operations, hosted payload services, data services, navigation and timing capabilities, and other infrastructure-based offerings.

We ~~primarily~~believe ~~generate~~that ~~revenue~~operating ~~through~~deployed ~~our~~systems ~~contracts~~as ~~with~~infrastructure, ~~customers~~rather ofthan ~~our~~concluding ~~orbital~~at ~~and~~delivery, ~~lunar~~creates ~~access~~opportunities ~~services~~for ~~and~~longer-duration bycontracts, ~~collecting~~recurring ~~and transmitting cislunar data for science~~revenue, ~~technology~~ and ~~infrastructure.~~margin Weexpansion ~~are~~over ~~a provider and supplier of space products and services that we believe will enable sustained robotic and human exploration to the Moon, Mars, and beyond~~time.

We employ a “land-and-expand” go-to-market strategy with the goal to deliver increasing value and repetitive revenue with each customer over time by expanding the scope of the services we offer. We work closely with our customers and partners to enable their early success. We expect that deeper adoption of our products and services from our customers will come in many forms, including increased reliance on our technology as a core part of a mission, increased usage of our landers for lunar transportation and exploration, and greater dependence on our advanced software analytics capabilities for satisfying each customers’ needs.

We operate under three core pillars which we believe are required to develop cislunar and deep space commerce: delivery services, data transmission services, and infrastructure as a service. Under Accounting Standards Codification (“ASC”) 280 “Segment Reporting,” we concluded that our core pillars operate as one reportable segment. See our Segment Reporting disclosure under Notes 2 and 16 in our consolidated financial statements for further discussion on our reportable segment. Provided below are summarized descriptions of our three core pillars.

•Delivery Services provides for the transportation and delivery of payloads, such as, satellites, scientific instruments and cargo to various destinations in space, in addition to rideshare delivery and lunar surface access.

•Data Transmission Services offerings include the collection, processing, and interpretation of space-based data, utilizing applications, such as, command, control, communications, reconnaissance and prospecting.

•Infrastructure as a Service delivers space assets performing tasks and making decisions without human intervention that are designed to perform essential functions, such as, navigation, maintenance, scientific data collection, and system health monitoring.

We integrate these fundamental pillars to not only enable access to the Moon but also to lay the foundation for a thriving cislunar and deep space economy. We believe our delivery, data transmission, and infrastructure capabilities uniquely position us to drive innovation, create long-tail revenue streams, and ultimately support humanity’s push to establish profitable industries in space. We expect to achieve leading time to market across these core pillars driven by our short design to manufacture process, enabled through vertical integration and rapid iterative testing. We leverage technologies developed for our three core service pillars to expand into adjacent markets where these capabilities provide a competitive advantage.

Delivery Services

We utilize our proprietary lunar lander vehicles to service CLPS contracts by flying NASA scientific equipment and commercial payloads to the lunar surface and supporting mission operations. With four CLPS contracts awarded to date, we are pioneering lunar access. We are also scaling our lander capabilities to support larger payloads, including heavy cargo-class infrastructure delivery for projects like the Lunar Terrain Vehicle (“LTV”), ensuring a reliable path for sustained human and robotic exploration of the Moon.

In August 2024, NASA awarded Intuitive Machines a $116.9 million contract to deliver six science and technology payloads, including one European Space Agency-led drill suite to the Moon’s South Pole. This award leverages the Company’s lunar delivery, data transmission, and autonomous operation capabilities to explore the region targeted for sustained human operations. As part of NASA’s CLPS initiative, this marks the Company’s fourth contract award, IM-4, to deliver science and technology payloads and return valuable data while autonomously operating on the surface of the Moon. In February 2024, our IM-1 lander became the first U.S. vehicle to softly land on the lunar surface since 1972. In March 2025, our IM-2 mission landed at the southernmost location of the Moon, 5 degrees from the south pole. While on the surface, we demonstrated the ability to manage power in thermal conditions on the south pole surface and in a crater. With the challenge of not being able to recharge the IM-2 lander solar panels post landing, the mission was still able to complete several mission and payload milestones.

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Data Transmission Services

In September 2024, NASA awarded Intuitive Machines the sole NSN contract for communication and navigation services for missions in the near space region, which extends from Earth’s surface to beyond the Moon (NSN 2.2). The NSN contract is a firm-fixed-price, multiple award, Indefinite-Delivery/Indefinite-Quantity (“IDIQ”) task order contract, with a base period of five years with an additional five-year option, with a maximum potential value of $4.82 billion. The initial NSN contract award includes incrementally funded task orders totaling $150.0 million over the next 3 years. As the sole awardee of the initial tranche of NSN contracts, we are deploying a constellation of lunar relay satellites to provide continuous cislunar communication and navigation services. This capability supports NASA’s Artemis missions while introducing a scalable, pay-by-the-minute data service model, enabling enhanced video, telemetry, and autonomous navigation. Our strategy leverages the additional performance capacity of our lunar landers to deploy satellites at marginal costs, creating a robust and cost-effective lunar communication infrastructure that forms the data backbone of our cislunar operations. We believe providing these lunar data and navigation services to NASA, NSS, and commercial/international customers will be an increasingly important priority.

Our network is secured by layered levels of protection including advanced architecture, enterprise-level endpoint and antivirus protection, and Splunk advanced Security Information & Event Management (“SIEM”) control. Our Network Control Center (“NCC”) is located at our headquarters in Houston, Texas and was built from the ground up by our highly experienced team. NCC enables collaboration, innovation and seamless operations, in this 24-hour facility that was designed to provide tracking, telemetry and communications support for cislunar space and the surface of the Moon.

Once established and deployed, the data transmission services are expected to include and support NASA, U.S. national security, international, and commercial data needs. We will collect, transmit, and monetize data buys from data collected in-transit to the moon, in a variety of cislunar orbits, and on the surface of the moon for our future missions.

Infrastructure as a Service

Our Infrastructure as a Service pillar delivers essential systems and platforms to enable sustainable lunar exploration and commercial activity. By focusing on mobility, energy, and operational capabilities, we are creating the foundational infrastructure needed to support NASA’s Artemis campaign and commercial endeavors on the Moon. Key areas of focus include the LTV, its commercialization potential, and the Fission Surface Power (“FSP”) initiative, all designed to build a thriving and sustainable lunar economy.

During 2024, NASA awarded Intuitive Machines a $30.8 million LTV contract to support the agency’s Artemis Campaign as a prime contractor, leading the development of the Moon RACER. Designed to operate in extreme lunar conditions, including the Moon's South Pole, the LTV features advanced autonomous driving, power management, and communications systems.

Adjacent and Opportunistic Market Opportunities

In the $9.5 million JETSON Low Power project, we are helping AFRL develop the architecture and technology for deploying and maintaining a network of navigation beacons in cislunar space that require little-to-no support once

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delivered to their orbits. This includes a new radioisotope power generator that gives IM invaluable experience with nuclear power systems that can be applied to future lunar surface infrastructure, such as NASA’s FSP program.

We have also made significant progress to date in federal services contracts. Our federal service contracts provide us access to one of our key customers, NASA, allows us to develop technologies important for the cislunar economy, and provides a skilled labor force which can support our three core pillars. In 2023, we were awarded as the prime contractor by NASA on the OMES III contract, with a focus on spacecraft mechanisms and robotics. In addition in 2024, we were also selected as an awardee under the One Acquisition Solution for Integrated Services Plus Multi-Agency Contract (“OASIS+”).

Recent Developments

~~In December 2024, the Company completed an underwritten public offering of 10,952,381 shares of its Class A Common~~ Stock atPurchase aAgreement ~~price~~- ~~to the public of $10.50 per share (the “Public Offering”)~~KinetX, ~~which included the full exercise of the underwriters’ option to purchase an additional 1,275,714 shares of Class A Common Stock from the Company~~Inc. The Company also entered into an agreement with an accredited investor, pursuant to which the Company sold to the investor $10.0 million of shares of its Class A Common Stock in a concurrent private placement at a purchase price per share equal to the public offering price per share in the Offering of $10.50 (the “Private Offering” together with the Public Offering, the “2024 Offering”). The net proceeds to the Company from the Offering and concurrent private placement, after deducting transaction costs of $6.5 million, were approximately $116.9 million.

InOn ~~December~~October ~~2024~~1, 2025, we completed the ~~Company~~stock ~~secured~~purchase ~~two~~agreement ~~additional~~to ~~contracts~~acquire ~~from~~100% ~~NASA’s~~of ~~Near~~the ~~Space~~issued ~~Network~~and outstanding capital stock of KinetX, Inc (“~~NSN~~KinetX”), ~~for~~a ~~Direct~~privately-toheld, Arizona-~~Earth~~based ~~(“DTE”)~~aerospace ~~services.~~company ~~DTE~~with ~~communication~~more ~~and~~than ~~navigation~~30 ~~services~~years ~~are~~of ~~critical~~experience ~~for~~delivering ~~enabling~~flight-proven, ~~missions~~deep tospace ~~exit~~navigation, ~~Earth’s~~systems ~~orbit~~engineering, ~~reach~~ground ~~lunar destinations~~software, and ~~explore~~constellation ~~deep~~mission ~~space.~~to ~~The~~the ~~new~~U.S. ~~contract~~government ~~awards~~and ~~are~~international ~~NSN 1~~customers.2 The consideration for ~~DTE~~the ~~Geostationary~~acquisition tototaled ~~Cislunar~~approximately ~~DTE~~$31.3 ~~Services~~million, ~~offering~~consisting ~~enhanced~~of ~~data~~cash ~~transmission~~consideration ~~capabilities~~of ~~and~~$15.0 ~~autonomous~~million, ~~operations~~seller ~~and~~payable ~~NSN~~adjustments of $1.31 ~~for~~million ~~xCislunar~~treated ~~DTE~~as ~~Services~~consideration transferred, ~~addressing~~and ~~mission~~the ~~needs~~issuance ~~for~~of ~~highly~~1,104,178 ~~elliptical~~shares ~~orbits~~of ~~and~~our ~~deep~~Class ~~space~~A ~~operations~~Common Stock valued at $11. ~~Both~~7 ~~contracts~~million ~~are~~based ~~firm-fixed-~~on the acquisition date closing stock price, ~~indefinite-delivery/indefinite-quantity~~of ~~task~~$10.61. ~~orders~~Approximately ~~designed~~329,827 toshares ~~bolster~~of ~~NASA’s~~Class ~~Lunar~~A ~~Exploration~~Common ~~Ground~~Stock, ~~Segment~~valued at $3.5 ~~These~~million, ~~awards~~were ~~add~~held ~~capacity~~back in escrow to ~~alleviate~~settle ~~demand~~any onpost-closing ~~the~~adjustments ~~Deep~~and/or ~~Space~~potential ~~Network~~claims. ~~and~~We ~~support~~funded ~~unique~~the ~~mission~~cash ~~requirements~~consideration using cash on hand.

~~Subsequent~~The ~~Events~~acquisition is intended to reinforce our flight dynamics and navigation integrated connect capabilities. We plan to pair KinetX software and talent with its lunar-proven flight systems, positioning us to lead in emerging opportunities like NASA’s Near Space Network services, the potential for Tracking and Data Relay Satellite System replacement, Mars data

Warrant Redemption

On February 4, 2025, the Company announced the redemption of all of its outstanding warrants (the Public Warrants and Private Warrants as defined in Note 9, collectively the “Warrants”) to purchase shares of the Company’s Class A Common Stock that were issued under the warrant agreement, dated September 21, 2021 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and that remained unexercised at 5:00 p.m., New York City time, on March 6, 2025 (the “Redemption Date”) for the redemption price of $0.01 per Warrant. During the period from January 1, 2025 to March 6, 2025, 15,358,229 of the Warrants were exercised resulting in gross proceeds of $176.6 million. On the Redemption Date, a total of 6,571,724 Warrants remained unexercised as of 5:00 p.m. New York City time, and the Company redeemed those Warrants for an aggregate redemption price of $66 thousand. As such, the Warrants ceased trading on the Nasdaq and were delisted, with the suspension of trading effective before the market opened on March 6, 2025. In connection with the Warrant Redemption, Michael Blitzer, a director and warrant holder, agreed to exercise 1,800,000 of the Warrants, and the Company agreed to repurchase 941,080 shares of the Company’s Class A Common Stock for an aggregate purchase price of $20.7 million.

Earn Out Units

On February 4, 2025, the Company issued an aggregate of 7,500,000 shares of Intuitive Machines’ Class C Common Stock in connection with meeting the conditions of the following milestones, Triggering Events II-A and III (as defined in Note 2), resulting in the vesting of Earn Out Units of 5,000,000 and 2,500,000, respectively. Refer to Note 2 for additional information on the Earn Out Units.

Loan Agreement

On March 4, 2025, we entered into a loan and security agreement (the “Loan Agreement”) with Stifel Bank. The Loan Agreement provides for a secured revolving credit facility in an aggregate principal amount of up to $40.0 million (the “Revolving Facility”). The proceeds of the loans (and any letters of credit issued thereunder) may be used for the funding of growth initiatives, including working capital needs and general corporate purposes as the Company continues to focus on minimizing its cost of capital while maximizing available funding alternatives. Amounts outstanding under the Revolving Facility will bear interest at a rate per annum equal to the greater of (a) Term SOFR (secured overnight financing rate) plus 2.75% and (b) 6.00%. The Loan Agreement matures on April 30, 2027 (the “Maturity Date”). Subject

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torelay ~~certain conditions in the Loan Agreement~~missions, ~~amounts~~and ~~borrowed~~commercial ~~thereunder~~operations ~~may~~of belegacy ~~repaid~~Deep ~~and~~Space ~~reborrowed~~Network atinfrastructure. ~~any~~See ~~time~~Note ~~prior~~3 to- ~~the~~Acquisitions ~~Maturity~~for ~~Date.~~more Asinformation ofon the ~~date~~acquisition of ~~this filing, the revolving credit facility remains unborrowed~~KinetX.

Subsequent Events

Lanteris Acquisition

On January 13, 2026, we completed the acquisition of 100% of the issued and outstanding membership interests of Lanteris, pursuant to a Membership Interest Purchase Agreement with Vantor Holdings Inc. Formerly Maxar Space Systems, Lanteris is a spacecraft manufacturer serving national security, commercial and civil customers. In alignment with our vision, we believe the acquisition of Lanteris positions us as a vertically integrated, next generation space prime that can design, manufacture, deliver, and operate missions from earth orbit to the Moon, Mars, and beyond. See Note 19 - Subsequent Events for additional information on the Lanteris acquisition.

Stifel Loan Agreement

On January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the loan agreement, pursuant to which Stifel Bank consented to the acquisition of Lanteris (as discussed above and in Note 19 - Subsequent Events) and halted any borrowing and covenant obligations by the Company under the revolving credit facility. See Note 8 - Debt for additional information on this loan and security agreement.

Securities Purchase Agreement

On February 27, 2026, the Company completed a definitive securities purchase agreement (“Securities Purchase Agreement”) with certain institutional investors or their affiliates (collectively, the “Investors”) relating to the issuance and sale to the Investors of shares of Class A Common Stock at a price of $15.12 per share for an aggregate purchase price of $175.0 million. See Note 19 - Subsequent Events for additional information.

Key Factors Affecting Our Performance

We believe that our future success and financial performance depend on several factors that present significant opportunities for our business, but also pose risks and challenges, including those discussed below and in the section titled Part I., Item 1A. “Risk Factors” in this Annual Report.

Inflation and Macroeconomic Pressures

The global economy continues to experience volatile disruptions including to the commodity and labor markets. These disruptions have contributed to an inflationary environment which has affected, and may continue to adversely affect, the price and availability of certain products and services necessary for our operations, which in turn, has adversely impacted, and may continue to adversely impact our business, financial condition and results of operations.

We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from ~~the~~elevated ~~recent banking crisis, rising~~ interest rates, sustained inflation and recession fears, supply chain disruptions, monetary and fiscal policy measures (including future actions or inactions of the United States government related to the “debt-ceiling” or “Department of Government Efficiency” actions), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, current or future government shutdowns, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration) on our business, customers, suppliers and other third parties. While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.

~~While~~During ~~rising~~2025, ~~costs~~we observed a significant shift in U.S. trade policy, with increased tariffs and ~~other~~the ~~inflationary~~imposition ~~pressures~~of new tariffs that could impact our supply chain and our business. While some of these wide-reaching tariffs have ~~not~~been ~~had~~paused, athese ~~material~~trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or reactionary measures including retaliatory tariffs or legal challenges, could have an adverse impact on our business. Even though we primarily sell our products and services to ~~date~~U.S. Government customers and our suppliers are primarily domestic, we ~~are~~have ~~monitoring~~some ~~the~~exposure ~~situation~~to imported materials and ~~assessing~~components. ~~its~~Based on current conditions, we do not expect a material impact on our ~~business,~~results ~~including~~of operations or financial condition over the next year. We will continue to monitor the evolving trade landscape and assess potential implications on our ~~partners~~supply chain and ~~customers~~business.

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On September 30, 2025, the continuing resolution allowing U.S. government departments and agencies to operate through the end of the government fiscal year expired and the U.S. government entered a shutdown. Recently, from January 31, 2026 to February 3, 2026, the U.S. government partially shut down. As a result of any U.S. government shutdown, our business, program performance and results of operations may be impacted by the disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop work orders, delay in contract awards, new program starts, payments for work performed from U.S. government entities, and other actions. We may also experience similar impacts in the event of a series of short-term continuing resolutions rather than full-year fiscal year 2026 appropriations. Generally, the significance of these impacts will primarily be based on the length of the shutdown and timing of passage of a new continuing resolutions or a full budget.

Our ability to expand our product and services offerings

We are in the preliminary stages of developing our full space infrastructure offerings. These services are expected to grant customers access to cislunar space and the lunar surface at lower price points than previous lunar missions. We are also working to provide data transmission services at lunar distance to include far-side connectivity, along with ancillary services that are likely to include orbital servicing, earth reentry, and payload development and manufacture.

Our growth opportunity is dependent on our ability to win lunar missions and expand our portfolio of services. Our ability to sell additional products and services to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution. To sell additional products and services to new and existing customers, we will need to continue to invest significant resources in our products and services as well as demonstrate reliability through a successful lunar landing. If we fail to make the right investment decisions, are unable to raise capital, if customers do not adopt our products and services, or if our competitors are able to develop technology or products and services that are superior to ours, our business, prospects, financial condition and operating results could be adversely affected.

We expect to make significant investments in our lunar and data programs in the short term. Although we believe that our financial resources will be sufficient to meet our capital needs in the short term, our timeline and budgeted costs for these offerings are subject to substantial uncertainty, including due to compliance requirements of U.S. federal export control laws and applicable foreign and local regulations, the impact of political and economic conditions, and the need to identify opportunities and negotiate long-term agreements with customers for these services, among other factors. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any additional indebtedness that we may incur.

Our ability to expand spaceflight mission operations

Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in ~~2025~~2026 and beyond. We completed the first mission in February 2024 and completed our second mission in March 2025. ~~We are working to establish a regular cadence of missions. We believe that this will provide our customers with proven and reliable cislunar access, with which to plan their future manifest.~~ With binding agreements for additional launches as of December 31, ~~2024~~2025, we have $~~328~~213.31 million in contracted backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.

37Prior to commencing missions, we must complete internal integration activities as well as launch vehicle integration with our launch provider, SpaceX. Any delays to our targeted mission launch date or in commencing our missions, including due to congestion at the pad launch site or delays in obtaining various approvals or licenses, could adversely impact our results and growth plans. As we improve production efficiency and schedule reliability and begin to launch our satellites for our lunar data network, we expect to improve our market penetration, which we believe will lead to higher revenue from both volume and mission complexity as well as increased operating leverage.

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Prior to commencing missions, we must complete internal integration activities as well as launch vehicle integration with our launch provider, SpaceX. Any delays to our targeted mission launch date or in commencing our missions, including due to congestion at the pad launch site or delays in obtaining various approvals or licenses, could adversely impact our results and growth plans. As we improve production efficiency and schedule reliability and reach our target of multiple missions per year manifested 2-3 years in advance, we expect to improve our market penetration, which we believe will lead to higher revenue from both volume and mission complexity as well as increased operating leverage.

Ability to continue to capitalize on government expenditures and private enterprise investment in the space economy

Our future growth is largely dependent on our ability to continue to capitalize on increased government spending and private investment in the space economy. U.S. federal government expenditures and private enterprise investment have fueled our growth in recent years, and it has resulted in our continued ability to secure increasingly valuable contracts for products and services ~~in 2024~~. An increased focus on U.S. federal government spending could unfavorably impact the space exploration sector in the future. On January 20, 2025, President Donald J. Trump announced an executive order establishing the “Department of Government Efficiency” to maximize government efficiency and productivity. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect the funding for individual programs and delay purchasing decisions by our customers. If our existing programs and project pursuits are not focused on the federal government’s higher priorities, our business, prospects, financial condition and operating results could be adversely affected.

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Ability to improve profit margins and scale our business

The growth of our business is dependent on our ability to improve our profit margins over time while successfully scaling our business. We intend to continue investing in initiatives to improve our operating leverage and significantly increase utilization. Our ability to achieve our production-efficiency objectives could be negatively impacted by a variety of factors including, among other things, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs and unexpected supply-chain quality issues or interruptions. If we are unable to achieve our goals, we may not be able to increase operating margin, which would negatively impact gross margin and profitability.

Our ability to continue to innovate

We design, build, and test our landers, satellites, spacecraft and subsystems in-house and operate at the forefront of composite structures, liquid rocket engines, guidance, navigation and control software, precision landing and hazard avoidance software, and advanced manufacturing techniques. We believe the synergy of these technologies enables greater responsiveness to the commercial and government requirements for lunar exploration. To continue establishing market share and attracting customers, we plan to continue to make substantial investments in research and development for the continued enhancements of our landers, lunar data network, and other space systems. Over time, we expect our research and development expenditures to continue to grow on an absolute basis, but remain consistent or decrease as a percent of our total revenue as we expand our service offerings.

Components of Results of Operations

~~Revenue~~Service revenue

We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials or a combination of the three. Pricing for all customers is based on specific negotiations with each customer. For a description of our revenue recognition policies, see the section titled “Critical Accounting Policies and Estimates.”

Historically, most of our revenue has been derived from fixed-price, long-term contracts for the delivery of payloads to the lunar surface. In order to satisfy these contracts, we undertake the engineering for the research, design, development, manufacturing, integration and sustainment of advanced technology space systems. The integration of these technologies and systems lead to an organic and integrated capability to provide lunar access on a commercial services basis. Individual contracts are aggregated by mission (e.g., IM-2, IM-3, IM-4) for management purposes. Revenue is measured based on the amount of consideration specified in a contract with the customer.

We recognize revenue when we transfer control of a promised good or service to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for the good or service. Under the overtime revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at completion.

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Revenue from long-term contracts can fluctuate from period to period largely based on the stage of the project and overall mission. These projects will typically have a ramp up period in the beginning stage and wind down as the mission nears the targeted launch date. A significant portion of the revenue (approximately 10% of the contract price) contains variable consideration which is constrained to nil for accounting purposes as it is dependent on a successful mission landing. This may cause fluctuations in future revenue, profits and cash flows.

Since late 2023, we have been performing a more significant amount of work on cost-reimbursable contracts such as OMES III. Under cost-reimbursable contracts, the price is generally variable based upon our actual allowable costs incurred for materials, equipment, reimbursable labor hours, overhead and G&A expenses. Profit on cost-reimbursable contracts may be in the form of a fixed fee or a mark-up applied to costs incurred, or a combination of the two. The fee may also be an incentive fee based on performance indicators, milestones or targets and can be based on customer discretion or in the form of an award fee determined based on customer evaluation of the Company's performance against contractual criteria. Cost-reimbursable contracts are generally less risky because the owner/customer retains many of the project risks, however it generally requires us to use our best efforts to accomplish the scope of the work within a specified time and budget.

Cost-reimbursable contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (“FAR”) and are competitively priced based on estimated or actual costs of providing the contractual goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Pricing for non-U.S. government agencies and commercial customers is based on specific negotiations with each customer.

Cost of revenue (excluding depreciation)

Cost of revenue (excluding depreciation) consists primarily of direct material and labor costs, launch services, manufacturing overhead, freight expense, and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense. We expect our cost of revenue to increase in absolute dollars in future periods as we sell more products and services. As we grow into our current capacity and execute on cost-optimization initiatives, we expect our cost of revenue as a percentage of revenue to decrease over time.

Depreciation

Impairment of property and equipment

Impairment of long-lived assets occurs whenever events or changes in circumstances indicate the carrying value of a long-lived asset may not be recoverable. Long-lived assets consists of property and equipment, net. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds it fair value. See Note 4 of the consolidated financial statements for additional information on the impairment of property and equipment.

General and administrative expense (excluding depreciation)

Selling, general and administrative expense (excluding depreciation) consist primarily of personnel-related expenses for our sales, marketing, supply chain, research and development (“R&D”), finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, professional services, insurance, travel, allocated overhead and other marketing, communications and administrative expenses. R&D represents costs incurred for the Company’s continued enhancements of our landers, lunar data network, other space systems, and also for the development and innovation of our proprietary technology platforms. R&D costs primarily include engineering personnel salaries and benefits, subcontractor costs, materials and supplies, and other related expenses. We also expect to invest in our corporate organization and incur additional expenses associated with transitioning to, and operating as, a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods as a percentage of total revenue.

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~~Interest~~Grant ~~income (expense), net~~revenue

~~Interest~~From ~~income~~time ~~(expense)~~to time, ~~net~~the ~~consists~~Company may be awarded government grants. Government grants or awards are initially recognized when there is reasonable assurance the conditions of ~~interest~~the grant or award will be met and the grant or award will be received. After initial recognition, government grants or awards are recognized as income ~~earned~~under revenue within the statement of operations on ~~cash~~a ~~and~~systematic ~~cash~~basis ~~equivalents~~in ~~and~~a ~~short-term~~manner ~~investment~~consistent ~~balances~~with ~~held~~the bymanner usin which the Company recognizes the underlying costs included in ~~interest~~the ~~bearing~~cost ~~demand~~of ~~deposit~~revenue ~~accounts.~~within ~~Interest~~the ~~expense~~statement isof ~~incurred~~operations ~~primarily~~for onwhich ~~long-term~~the ~~debt~~grant ~~and~~or ~~credit~~award ~~support~~is ~~arrangements~~intended to compensate.

Cost of revenue (excluding depreciation and amortization)

Cost of revenue (excluding depreciation and amortization) consists primarily of direct material and labor costs, launch services, manufacturing overhead, freight expense, and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense. We expect our cost of revenue to increase in absolute dollars in future periods as we sell more products and services. As we grow into our current capacity and execute on cost-optimization initiatives, we expect our cost of revenue as a percentage of revenue to decrease over time.

Depreciation and amortization

Depreciation consists of the depreciation of tangible fixed assets for the relevant period based on the straight-line method over the useful life of the assets. Tangible fixed assets include property and equipment. Amortization consists of the amortization of finite-lived intangibles for the relevant period based on the straight-line method over the useful life of the assets. Our finite-lived intangible assets include customer relationships and developed technology.

Impairment of property and equipment

Impairment of long-lived assets occurs whenever events or changes in circumstances indicate the carrying value of a long-lived asset may not be recoverable. Long-lived assets consists of property and equipment, net. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds it fair value. See Note 5 of the consolidated financial statements for additional information on the impairment of property and equipment.

General and administrative expense (excluding depreciation and amortization)

Selling, general and administrative expense (excluding depreciation and amortization) consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, professional services, insurance, travel, allocated overhead and other marketing, communications and administrative expenses. We also expect to invest in our corporate organization and incur additional expenses associated with transitioning to, and operating as, a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods as a percentage of total revenue.

Interest income

Interest income consists of interest income earned on cash and cash equivalents and short-term investment balances held by us in interest bearing demand deposit accounts.

Interest expense

Interest expense is primarily incurred on the Convertible Notes as discussed in Note 8 - Debt, in addition to interest expense on our finance leases.

Change in fair value of earn-out liabilities

Earn Out Units are classified as liabilities transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the consolidated statement of operations. Upon issuance and release of the shares after each Triggering Event is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to stockholders’ equity (deficit) on the consolidated balance sheet. See Notes 2 and 1113 of the consolidated financial statements for additional information on the earn-out liabilities.

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Change in fair value of warrant liabilities

In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has issued warrants which are classified as liabilities on our balance sheet. At each period end, the warrants are remeasured to their fair value with the changes during the period recognized in other income (expense) on our consolidated statement of operations. See Notes 911 and 1113 of the consolidated financial statements for additional information on the warrant liabilities.

Change in fair value of ~~SAFE~~contingent ~~Agreements~~consideration liabilities

~~Prior~~In toconnection ~~closing~~with the ~~Business~~acquisition ~~Combination~~of ~~(as discussed in Note 1)~~KinetX, ~~Intuitive~~the ~~Machines,~~purchase ~~LLC~~price ~~issued~~included ~~six~~a ~~SAFE~~contingent ~~Agreements~~consideration inif ~~late~~certain ~~2021~~future ~~and~~events ~~early~~or ~~2022. The~~conditions ~~funds~~are ~~received~~met ~~upon~~and ~~issuance~~required of the ~~SAFE~~Company ~~Agreements were used~~ to ~~fund~~holdback ~~operations. Pursuant~~a tonumber ~~the~~of ~~guidance~~shares ~~under~~of ~~ASC 480~~Class ~~“Distinguishing~~A ~~Liabilities~~Common ~~from~~Stock ~~Equity,”~~in ~~management~~escrow. ~~determined~~The ~~that~~holdback ~~the~~was ~~SAFE~~accounted ~~Agreements~~for ~~should~~as becontingent ~~initially~~consideration and recorded as ~~liabilities~~a atliability ~~fair~~based ~~value~~on ~~and~~its ~~subsequently~~estimated ~~remeasured at~~ fair value ~~with~~as ~~changes recognized in earnings until conversion at a qualifying financing event or termination~~ of the ~~SAFE~~acquisition ~~Agreements~~date. ~~Upon~~ ~~the~~We ~~consummation~~remeasure of the ~~Business~~contingent ~~Combination~~consideration inat ~~February~~fair ~~2023,~~value ~~the~~each ~~SAFE~~period ~~Agreements~~with ~~liability~~changes ~~was~~in ~~eliminated~~fair ~~and~~value ~~converted~~recorded ~~into~~in ~~shares~~other ofincome ~~our~~(expense) ~~Class~~on Aour ~~Common~~statements ~~Stock~~of operations. See ~~Note~~Notes 113 -and ~~Fair~~13 ~~Value Measurements~~ of the consolidated financial statements for additional information on the ~~SAFE~~contingent ~~Agreements~~consideration liabilities.

Loss on issuance of securities

In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion as discussed in Notes 911 and 1113 to the consolidated financial statements, the Company issued warrants and recognized a loss on the issuance as the fair value of the securities exceeded the gross proceeds at the issuance date. The Company evaluated the terms of the warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value. The subsequent changes in fair value are recognized in earnings in other income (expense) on the consolidated statement of operations.

Other income ~~(expense)~~, net

Other ~~(expense)~~ income, net primarily consists of immaterial miscellaneous income sources.

Income tax expense

Intuitive Machines, Inc. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. Intuitive Machines, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay United States federal income tax on its taxable income. Instead, the Intuitive Machines, LLC unitholders, including Intuitive Machines, Inc., are liable for U.S. federal income tax on their respective shares of Intuitive Machines, LLC’s taxable income. Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes.

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Net loss attributable to redeemable noncontrolling interest

Noncontrolling interests represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own. The noncontrolling interests was created as a result of the Business Combination and represents 68,150,754 Class A and Class B units issued by Intuitive Machines, LLC to the prior investors represents approximately 81.2% of the ownership interests in the Company at the Closing Date. The Company allocates net income or loss attributable to the noncontrolling interests based on the weighted average ownership interests during the period. The net income or loss attributable to noncontrolling interests is reflected in the consolidated statement of operations.

The financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. for the periods February 13, 2023 forward and resulted in the allocation of approximately 3532.56% of Intuitive Machines, LLC’s net loss to noncontrolling interests.

Net income attributable to noncontrolling interest

Intuitive Machines and KBR entered into a joint venture agreement (the “OMES III JV Agreement”) within Space Network Solutions to execute the OMES III contract with a profits interest of 47% for Intuitive Machines and 53% for KBR, which represents the noncontrolling interest. We have determined that the OMES III JV Agreement represents a silo within Space Network Solutions and is a standalone VIE. Intuitive Machines is the primary beneficiary of this VIE which is consolidated for financial reporting purposes.

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Results of Operations

The following tables set forth our results of operations for the periods presented. The period over period comparison of financial results is not necessarily indicative of future results.

The following table sets forth information regarding our consolidated results of operations for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024.

	Year Ended December 31,				$ Change
(in thousands)	~~2024~~2025		~~2023~~2024
Revenue	$	228,000	$	79,551	$	148,449
Revenues:
Service revenue	$	207,132	$	228,000	$	(20,868)
Grant revenue	2,927		—		2,927
Total revenues	210,059		228,000		(17,941)
Operating expenses:
Cost of revenue (excluding depreciation)	190,369		101,044		89,325
Cost of revenue (excluding depreciation and amortization)	177,247		190,369		(13,122)
Cost of revenue (excluding depreciation) - affiliated companies	34,862		2,949		31,913
Cost of revenue (excluding depreciation and amortization) - affiliated companies	23,822		34,862		(11,040)
Depreciation	1,859		1,376		483
Depreciation and amortization	3,597		1,859		1,738
Impairment of property and equipment	~~5,044~~—		~~964~~5,044		4(5,~~080~~044)
General and administrative expense (excluding depreciation)	53,262		34,337		18,925
General and administrative expense (excluding depreciation and amortization)	92,624		53,262		39,362
Total operating expenses	~~285~~297,~~396~~290		~~140~~285,~~670~~396		~~144~~11,~~726~~894
Operating loss	(5787,~~396~~231)		(6157,~~119~~396)		3(29,~~723~~835)
Other income (expense), net:
Other income (expense):
Interest income (expense), net	180		(823)		1,003
Interest income	15,272		272		15,000
Change in fair value of earn-out liabilities	(120,124)		66,252		(186,376)
Interest expense	(4,177)		(92)		(4,085)
Change in fair value of warrant liabilities	(77,651)		15,435		(93,086)
Change in fair value of earn-out liabilities	(33,369)		(120,124)		86,755
Change in fair value of SAFE Agreements	—		(2,353)		2,353
Change in fair value of warrant liabilities	8,384		(77,651)		86,035
Loss on issuance of securities	(93,136)		(6,729)		(86,407)
Change in fair value of contingent consideration liabilities	(1,854)		—		(1,854)
Other income (expense), net	1,242		(483)		1,725
Loss on issuance of securities	—		(93,136)		93,136
Total other income (expense), net	(289,489)		71,299		(360,788)
Other income, net	91		1,242		(1,151)
Income (loss) before income taxes	(346,885)		10,180		(357,065)
Total other expense, net	(15,653)		(289,489)		273,836
Income tax expense	(37)		(40)		3
Loss before income taxes	(102,884)		(346,885)		244,001
Net income (loss)	(346,922)		10,140		(357,062)
Income tax expense	(3,962)		(37)		(3,925)
Net loss attributable to Intuitive Machines, LLC prior to the Business Combination	—		(6,481)		6,481
Net loss	(106,846)		(346,922)		240,076
Net income (loss) (post Business Combination)	(346,922)		16,621		(363,543)
Net loss attributable to redeemable noncontrolling interest	(25,059)		(67,004)		41,945
Net loss attributable to redeemable noncontrolling interest	(67,004)		(45,141)		(21,863)
Net income attributable to noncontrolling interest	1,507		3,495		(1,988)
Net income attributable to noncontrolling interest	3,495		—		3,495
Net loss attributable to the Company	(83,294)		(283,413)		200,119
Net income (loss) attributable to the Company	(283,413)		61,762		(345,175)
Less: Preferred dividends	(616)		(896)		280
Less: Preferred dividends	(896)		(2,343)		1,447
Net loss attributable to Class A common shareholders	$	(83,910)	$	(284,309)	$	200,399
Net income (loss) attributable to Class A common shareholders	$	(284,309)	$	59,419	$	(343,728)

~~Revenue~~Revenues

Revenue for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was primarily driven by NASA and other commercial payload contracts associated with ~~the~~our ~~IM-1, IM-2 and IM-3~~ lunar payload missions as well as the OMES III contract where we provide engineering services to the Landsat Servicing mission at the Goddard Space Flight Center in Maryland~~. Additionally~~, wethe ~~earned~~NSN ~~revenue~~contract ~~from~~for ~~several~~the ~~other~~development ~~general~~of ~~and~~a ~~feasibility~~satellite ~~study~~communications ~~engineering~~and ~~contracts~~navigation ~~for~~network, and the ~~year~~LTV ~~ended~~contract ~~December~~leading ~~31,~~the ~~2024,~~development ~~including~~of the ~~JETSON~~Moon ~~Low~~RACER ~~Power,~~Lunar ~~LTV~~Terrain ~~and NSN contract awards~~Vehicle.

The following provides a summary of the significant contracts and targeted mission launch dates for each lunar payload mission impacting our results of operations:

•The NASA payload contract for the IM-1 mission was awarded in June 2019 and was completed in February 2024. As a result of the successful landing on the lunar surface, previously constrained revenue of ~~approximately $12.3 million as of December 31, 2023 was released and approximately $11.6 million was~~

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approximately $12.3 million as of December 31, 2023 was released and approximately $11.6 million was recognized as revenue during the first quarter of 2024, bringing the total IM-1 mission contract revenue under NASA and other commercial fixed-priced contracts to $132.4 million. As of March 31 2024, the IM-1 mission and all related contracts have been closed out.

•The initial NASA payload contract for the IM-2 mission was awarded in October 2020 ~~with~~and athe ~~targeted~~ mission ~~launch~~was ~~date~~completed in ~~December 2022~~March 2025. ~~Total~~During ~~IM-2~~the ~~mission~~third ~~estimated~~quarter ~~contract~~of ~~revenue~~2025, ~~under~~the ~~NASA and other commercial fixed~~post-~~priced~~launch ~~contracts~~services ~~increased~~were tocompleted ~~$123.8~~and ~~million~~the aspreviously ~~of December 31, 2024 (excluding~~ constrained revenue of $155.87 million) aswas ~~compared~~released toand ~~$102.1~~recognized ~~million~~ as ~~of December 31~~revenue, ~~2023. The~~bringing ~~increase~~the in total IM-2 mission ~~estimated~~ contract revenue isunder ~~mostly due to a task order modification with~~ NASA ~~finalized in the second quarter of 2024 to change the mission targeted landing site within the South Pole region of the moon~~ and ~~extend~~other ~~the~~commercial ~~expected mission launch and post~~fixed-~~launch~~priced ~~services~~contracts ~~of IM-2~~ to ~~no later than August 2025. The task order modification increased estimated contract revenue by approximately~~ $12131.52 million. InAs ~~addition,~~of ~~several~~September ~~new~~30 ~~awards for commercial landed payload and commercial rideshare contracts further contributed to the increase in the estimated revenue. In early~~ 2025, ~~we completed~~ the IM-2 mission and ~~continue~~all torelated ~~work~~contracts ~~with~~have ~~our~~been ~~customers~~closed ~~to close~~ out ~~all related contracts~~.

•The initial NASA payload contract for the IM-3 mission was awarded in November 2021 with an initial targeted mission launch date no later than June 2024 ~~under our current contract with NASA~~. Total IM-3 mission estimated revenue under fixed-priced contracts is $9391.03 million (excluding constrained revenue of $9.7 million) as of December 31, ~~2024~~2025 as compared to $8093.90 million as of December 31, ~~2023~~2024. The ~~increase in total mission estimated contract revenue is mostly due to a task order modification with NASA to identify its complement of payloads and extend the~~ IM-3 mission timeline toruns nothrough ~~later~~March ~~than June 2026~~2027. ~~The task order modification increased estimated contract revenue by approximately $9.0 million.~~

•The initial NASA payload contract for the IM-4 mission was awarded in August 2024 with an initial targeted mission launch date no later than August 2028, although we expect the mission launch to occur during the second half of 2027. Total IM-4 mission estimated revenue under fixed-priced contracts is $~~105~~123.27 million (excluding constrained revenue of $1116.72 million) as of December 31, ~~2024~~2025.

Total revenue ~~increased~~decreased by $~~148~~17.49 million, or ~~187~~8%, for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024, ~~and~~primarily ~~was substantially~~ driven by adecreases ~~full~~on ~~year~~the OMES III contract of ~~revenue~~approximately in$71.9 ~~2024~~million ~~from~~due to NASA’s cancellation of the ~~OMES~~OSAM ~~III~~project ~~contract~~task ~~execution~~orders and decrease of $5.6 million on LTV contract which ~~began~~was incompleted during the ~~fourth~~second quarter of ~~2023~~2025. These decreases were partially offset by overall increases in revenue from CLPS mission contracts of $25.3 million (as further discussed below), and new projects ramping up in 2025, most notably the NSN contract with an increase in revenue of $16. 8 million and various other engineering services revenue increased by approximately $17.5 million.

~~Revenue~~The ~~on the~~ IM-1 mission ~~increased~~successfully ~~approximately~~completed ~~$5.2 million to $12.4 million for the year ended December 31, 2024 from $7.2 million for the same period~~ in ~~2023. The increase in IM-1 revenue was due to the successful completion of the mission in~~ February 2024 ~~which~~and resulted in the release of approximately $12.3 million of previously constrained revenue, ~~and approximately $11.6 million was recognized as revenue~~ during the first quarter of 2024. Revenue on the IM-2 mission decreased slightly by $3.0 ~~million to $19~~.15 million ~~for~~as the ~~year~~mission ~~ended~~was ~~December 31,~~completed ~~2024~~in ~~from~~March ~~$22.1~~2025 ~~million~~and ~~for~~ the ~~same~~mission ~~period~~close-out inprocess ~~2023~~was asfinalized ~~revenue~~in ~~from~~the ~~commercial~~third ~~payload~~quarter ~~and~~of ~~commercial~~2025. ~~rideshare~~Revenue ~~contracts~~from ~~leveled off as~~ the IM-3 mission ~~neared~~increased ~~the~~by ~~upcoming~~$3.7 ~~launch~~million inas ~~February~~activity ~~2025.~~picked ~~The~~up on IM-23 ~~mission~~following ~~was~~the ~~approximately~~close-out ~~97% complete as~~ of ~~December 31, 2024~~IM-2. ~~Revenue~~ ~~from~~The ~~the~~ IM-34 mission ~~decreased~~which ~~approximately~~was ~~$11.9~~awarded ~~million~~in toAugust 2024, recognized revenue of $1337.0 million ~~for~~during the year ended December 31, ~~2024~~2025 ~~from~~compared to $242.94 million for the same period in 2023 and was largely attributable to unfavorable adjustments from task order modifications extending the targeted mission launch window to no later than June 2026. The IM-3 mission was approximately 69% complete as of December 31, 2024.

~~Revenues~~Cost ~~from~~of task orders under the OMES III contract, which commenced in December 2023, were approximately $145.0 million for the year ended December 31, 2024 compared to $12.5 million for the same period in 2023. Other revenue ~~contracts~~(excluding ~~from~~depreciation ~~engineering~~ and ~~other services increased approximately $23.1 million mostly driven by $18.3 million in revenues from the LTV contract awarded in April 2024.~~amortization)

~~Cost~~Total cost of revenue decreased by $24.2 million, or 11%, for the year ended December 31, 2025 compared to the same period in 2024, primarily driven by the OMES III contract cost decrease of $68.4 million due to NASA’s cancellation of the OSAM project and decrease of $2.7 million on the LTV contract which was completed during the second quarter of 2025. These decreases were partially offset by overall cost increases related to the mission contracts of $23.8 million (~~excluding~~as ~~depreciation~~further discussed below), the NSN contract of $11.2 million, and various other engineering services of $12.0 million.

~~Total~~The IM-1 mission completed in February 2024 and incurred cost of revenue ~~increased~~of by $~~121~~4.28 million, orduring ~~117%~~the first quarter of 2024. On the IM-2 mission, cost of revenue decreased by approximately $21.7 million for the year ended December 31, ~~2024~~2025 compared to the same period in ~~2023.~~2024 ~~Cost~~as ofthe ~~revenue~~mission onwas ~~the~~completed in March 2025. IM-13 mission ~~decreased~~cost of revenue increased by approximately $12.89 million ~~due~~for the year ended December 31, 2025 compared to ~~winding~~the ~~down~~same ~~progress~~period in 2024, as ~~the~~IM-3 mission ~~was~~activity ~~completed~~increases infollowing ~~February~~the ~~2024.~~final Onclose-out ~~the~~of IM-2. ~~mission~~As of December 31, ~~cost~~2025, ofthe ~~revenue~~IM-3 ~~decreased~~contract ~~slightly~~is in a loss position and the accrued contract loss increased by approximately $17.46 million for ~~the~~ year ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024, asdriven by cost adjustments during the second quarter of 2025 related to decisions to align the mission ~~neared~~schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSN contract obligations. The IM-34 mission ~~cost~~which ofwas ~~revenue~~awarded ~~decreased~~in byAugust ~~approximately~~2024, ~~$11.4~~incurred ~~million~~cost toof revenue of $2040.21 million ~~for~~during the year ended December 31, ~~2024~~2025 compared to $312.67 million for the same period in ~~2023,~~2024. ~~primarily~~During ~~due~~the tosecond ~~lower~~quarter ~~activity~~of as2025, ~~the~~IM-4 ~~focus~~became ~~shifted~~a ~~towards~~loss ~~the~~contract ~~upcoming~~and ~~IM-2~~has ~~mission~~accrued ~~launch,~~contract aslosses ~~previously~~of ~~discussed~~approximately $1.4 million for the year ended December 31, 2025.

As of December 31, 2024, two lunar missions were in loss positions. On the IM-2 mission, we increased the accrued contract loss by approximately $9.9 million during the year ended December 31, 2024 which was primarily driven by

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unfavorable adjustments resulting from task order modifications to change the mission targeted landing site and extension of the targeted mission launch window to early 2025. On the IM-3 mission, the accrued contract loss increased by approximately $12.5 million during the year ended December 31, 2024 and was largely attributable to unfavorable adjustments resulting from task order modifications extending the targeted mission launch window to no later than 2026.

Cost of revenue from task orders under the OMES III contract were approximately $138.3 million for the year ended December 31, 2024 compared to $11.6 million for the same period in 2023. The OMES III contract started in December 2023. Other contract cost of revenue increased approximately $17.3 million for the year ended December 31, 2024 compared to the same periods in 2023 mostly driven by $15.4 million in cost of revenue from the LTV contract awarded in April 2024.

Impairment of property and equipment

During the third quarter of 2024, management determined that certain assets under development by a third party subcontractor were not in compliance according to the contract. Management concluded the carrying cost of these assets was not recoverable and recorded an impairment charge of approximately $5.0 million including capitalized interest of $0.5 million, in our consolidated statements of operations for the year ended December 31, 2024. No impairment charges were recorded for during the year ended December 31, 2025 related to these assets or other long-lived assets. See Note 45 to the consolidated financial statements for additional information.

~~During~~General ~~the fourth quarter of 2023~~ and inadministrative ~~connection~~expense ~~with moving operations to our new facility, the Lunar Production and Operations Center~~ (~~“LPOC”),~~excluding asdepreciation discussed further in Note 5 to the consolidated financial statements, management identified the move as a significant adverse change in the usage of space from our prior facility. As such, management determined that certain leasehold improvements and furniture and fixtures from our prior facility will not be utilized at the LPOC and the carrying value will not be recoverable. For the year ended December 31, 2023, we recorded impairment charges of approximately $1.0 million in our consolidated statements of operations. See Note 4 to the consolidated financial statements for additional information.amortization)

General and administrative expense (excluding depreciation and amortization) increased by $39.4 million for the year ended December 31, 2025 compared to the same period in 2024 and primarily reflects the Company’s investment in its workforce to support our operations and business infrastructure, business development (including acquisitions), and information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product and service capabilities. The overall increase was primarily driven by professional fees of $12.1 million mostly related to legal and accounting fees, research and development of $11.1 million, higher employee compensation and benefits expense of $5.9 million, software licenses of $2.3 million, increase in bad debt expense of $3.0 million and various other administrative costs.

~~General~~Other ~~and~~income ~~administrative expense~~ (excluding depreciation) increased by $18.9 million for the year ended December 31, 2024 compared to the same period in 2023, primarily attributable to our growth to support corporate and business operations, resulting in higher headcount driving increased employee compensation and benefits expense of $9.4 million and related share-based compensation expense of $4.5 million. For the same comparative periods, we incurred increases in expenses for rent expense of $2.5 million primarily driven by the move to our new corporate headquarters in late 2023, professional services of $1.9 million, software licenses of $1.7 million, and various other administrative costs of $1.0 million. These increases were slightly offset by a decrease in bids and proposals of $2.1 million.)

~~Other~~Total ~~income~~other (expense), net favorable change of $273.8 million for the year ended December 31, 2025 compared to the same period in 2024 was primarily driven by the favorable changes in fair value of warrant liabilities of $86.0 million, earn-out liabilities of $86.8 million (as the remaining Earn Out Units vested in the first quarter of 2025), loss on issuance of securities of $93.1 million in 2024, and $15.0 million increase in interest income earned on cash and cash equivalents balances held by us in highly liquid interest bearing overnight sweep and demand deposit accounts slightly offset by increase in interest expense of $4.1 million mostly related to our Convertible Notes issued in August 2025 and various other unfavorable changes of $1.1 million.

Total other income (expense), net unfavorable change of $360.8 million for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to unfavorable changes in fair value of the earn-out liabilities of $186.4 million and warrant liabilities of $93.1 million, and loss on issuance of securities of $86.4 million. These unfavorable changes were partially offset by favorable changes of $2.4 million related to the SAFE Agreement liability which was eliminated and converted to Class A Common Stock upon the consummation of the Business Combination in February 2023, $1.0 million in interest income (expense), net as the Company paid off the Credit Mobilization Facility during late 2023 through mid 2024 (as further discussed in Note 6 to the consolidated financial statements), and various other income of $1.7 million.

Income tax expense

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we recognized a combined U.S. federal and state expense for income taxes of $374.0 ~~thousand~~million and $4037 thousand, respectively. The effective combined U.S. federal and state income tax rates were (03.0185%) and (0.3901%) for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. For ~~year~~years ended December 31, ~~2024~~2025, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income. ~~For~~and the deferred tax consequence of our acquisition and subsequent contribution of KinetX assets into Intuitive Machines, LLC. For year ended December 31, ~~2023~~2024, our effective tax rate differed from the statutory rate of 21% primarily due to ~~Intuitive~~deferred ~~Machines,~~taxes ~~LLC's~~for ~~status~~which asno abenefit ~~partnership~~is ~~for~~being ~~U.S.~~recorded ~~federal~~and ~~income~~losses ~~tax~~attributable ~~purposes~~to noncontrolling interest unitholders that are taxable on their respective share of taxable income.

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Key Business Metrics and Non-GAAP Financial Measures

We monitor the following key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.

Backlog

We define backlog as our total estimate of the revenue we expect to realize in the future as a result of performing work on awarded contracts, less the amount of revenue previously recognized. WeAlthough ~~monitor~~backlog ~~our~~is ~~backlog~~not ~~because~~a guarantee of future revenue, we ~~believe~~monitor backlog because it isprovides ainsight ~~forward-looking~~into ~~indicator~~the potential timing and volume of ~~potential~~future ~~sales~~work on awarded contracts, which can be helpful to investors in evaluating the performance of our business and identifying trends over time. We generally include total expected revenue in backlog when a contract is awarded by the customer under a legally binding agreement. Our backlog does not include any estimate of future potential work orders that might be awarded under government-wide acquisition contracts, agency-specific indefinite delivery/indefinite quantity contracts or other multiple-award contract vehicles, nor does it include option periods that have not been exercised by the customer. Due to government procurement rules, in certain cases revenue included in backlog is subject to budget appropriation or other contract cancellation clauses. Nearly all contracts allow customers to terminate the agreement at any time for convenience. If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Consequently, our backlog may differ from actual revenue recognized in our financial statements.

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If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Consequently, our backlog may differ from actual revenue recognized in our financial statements.

The following table presents our backlog as of the periods indicated:

(in thousands)

December 31,~~2024~~2025

December 31,~~2023~~2024

Backlog

~~328~~213,~~345~~070

~~268~~328,~~566~~345

Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of December 31, ~~2024~~2025, based on current contract schedules, we expect to recognize approximately 60% to 65% of our backlog in ~~2025~~2026, approximately 1535% to 2040% in ~~2026~~2027 and the remaining thereafter. Our backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our fulfillment, which in turn may be impacted by the nature of products and services ordered, the amount of inventory on hand to satisfy orders and the necessary development and manufacturing lead time required to satisfy certain orders.

Backlog ~~increased~~decreased by $59115.83 million as of December 31, ~~2024~~2025 compared to December 31, ~~2023~~2024, due to continued performance on existing contracts of $~~303~~210.71 million in(most ~~new~~notably ~~awards~~the ~~primarily~~OMES ~~associated~~III ~~with~~contract ~~the~~73.1 ~~IM-4~~million, CLPS, ~~NSN~~mission contracts $72.3 million, and ~~LTV~~NSN ~~contracts~~contract ~~awarded~~$18.5 ~~from~~million), ~~NASA~~IM-2 asmission ~~well~~close-out asadjustments ~~task~~of ~~order~~$8.4 ~~modifications~~million toand ~~the~~adjustments ~~existing~~on ~~IM-2~~the ~~CLPS,~~ IM-3 ~~CLPS~~mission ~~and~~of ~~OMES III contracts~~$1.8 million. These ~~increases~~decreases were partially offset by ~~continued~~$105.0 million ~~performance~~in onnew ~~existing~~awards ~~contracts~~primarily ofassociated with the OMES III contract $~~228~~33.04 million, ~~and~~NSN ~~decreases related to~~ contract ~~value~~$18.0 million, ~~adjustments~~TSC ofgrant $1510.90 million, ~~mostly~~mission ~~related~~rideshare tocontracts ~~various~~$7.7 ~~fixed~~million ~~price~~and various other contracts.

As of December 31, ~~2024~~2025, our backlog of $~~328~~213.31 million exceeded our remaining performance obligations of $~~168~~102.78 million as reported in Note 34 to our consolidated financial statements. The difference of $~~159~~110.63 million was primarily due to $6639.03 million of variable consideration associated with constrained revenue and $9371.60 million in backlog related to the funded value of the OMES III ~~project~~contract, ~~and~~the ~~various~~NSN ~~other~~contract, ~~time~~ and ~~materials~~various ~~service~~other contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income, interest expense, transaction and integration costs related to acquisitions, share based compensation, change in fair value instruments, gain or loss on issuance of securities, other income/expense, depreciation, impairment of property and equipment, and provision for income taxes.

We present Adjusted EBITDA because we believe it is helpful in highlighting trends in our operating results and because it is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry.

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Adjusted EBITDA has limitations as an analytical measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•Adjusted EBITDA does not reflect interest income, interest expense, transaction and integration costs related to acquisitions or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us;

•Adjusted EBITDA does not consider the impact of share-based compensation expense, which is expected to continue to be part of our compensation strategy;

•Adjusted EBITDA does not consider the impact of change in fair value of SAFE Agreements, change in fair value of earn-out liabilities, change in fair value of warrant liabilities, change in fair value of contingent consideration liabilities, loss on issuance of securities, or impairment of property and equipment, that we do not consider to be routine in nature for the ongoing financial performance of our business;

•Adjusted EBITDA excludes non-cash charges for depreciation of property and equipment, and although the assets being depreciated may have to be replaced in the future, Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and

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•Adjusted EBITDA does not reflect provisions for income taxes, which may represent a reduction in cash available to us.

Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results.

The following table presents a reconciliation of net income (loss), the most directly comparable financial measure presented in accordance with U.S. GAAP, to Adjusted EBITDA.

	Year Ended December 31,
(in thousands)		~~2024~~2025		~~2023~~2024
Net income (loss)		$	(346,922)	$	10,140
Net loss		$	(106,846)	$	(346,922)
Adjusted to exclude the following:
Income tax expense		373,962		4037
Depreciation		1,859		1,376
Depreciation and amortization		3,597		1,859
Impairment on property and equipment		~~5,044~~—		~~964~~5,044
Interest (income) expense, net		(180)		823
Interest income		(15,272)		(272)
Share-based compensation expense		8,798		4,273
Interest expense		4,177		92
Change in fair value of earn-out liabilities		120,124		(66,252)
Transaction and integration costs related to acquisitions		10,782		—
Change in fair value of warrant liabilities		77,651		(15,435)
Share-based compensation expense		8,609		8,798
Change in fair value of SAFE Agreements		—		2,353
Change in fair value of earn-out liabilities		33,369		120,124
Loss on issuance of securities		93,136		6,729
Change in fair value of warrant liabilities		(8,384)		77,651
Other (income) expense, net		(1,242)		483
Change in fair value of contingent consideration liabilities		1,854		—
Adjusted EBITDA		$	(41,695)	$	(54,506)
Loss on issuance of securities		—		93,136
Other (income) expense, net		(91)		(1,242)
Adjusted EBITDA		$	(64,243)	$	(41,695)

Free Cash Flow

We define free cash flow as net cash (used in) provided by operating activities less purchases of property and equipment. We believe that free cash flow is a meaningful indicator of liquidity that provides information to management and investors about the amount of cash generated from operations that, after purchases of property and equipment, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet.

Free Cash Flow has limitations as a liquidity measure, and you should not consider it in isolation or as a substitute for analysis of our cash flows as reported under U.S. GAAP. Some of these limitations are:

•Free Cash Flow is not a measure calculated in accordance with U.S. GAAP and should not be considered in isolation from, or as a substitute for financial information prepared in accordance with U.S. GAAP.

•Free Cash Flow may not be comparable to similarly titled metrics of other companies due to differences among methods of calculation.

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•Free Cash Flow may be affected in the near to medium term by the timing of capital investments, fluctuations in our growth and the effect of such fluctuations on working capital and changes in our cash conversion cycle.

The following table presents a reconciliation of net cash used in operating activities, the most directly comparable financial measure presented in accordance with U.S. GAAP, to free cash flow:

Year Ended December 31,

(in thousands)

~~2024~~2025

~~2023~~2024

Net cash used in operating activities

(5714,~~587~~318)

(4557,~~279~~587)

Purchases of property and equipment

(1041,~~111~~634)

(2910,~~911~~111)

Free cash flow

(6755,~~698~~952)

(7567,~~190~~698)

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Liquidity and Capital Resources

Since inception, we have funded our operations through internally generated cash on hand, proceeds from sales of our capital stock, ~~including the execution of SAFE Agreements, our At The Market Offering Program (the “ATM Program”) with Cantor (as described below), our 2024 Offering (as described below),~~ proceeds from warrant exercises, and our proceeds from the issuance of bank debt and Convertible Notes. We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses of cash on a short and long-term basis are for working capital requirements, ~~capital expenditures,~~ general corporate purposes, ~~including~~and ~~operations,~~capital expenditures as well as research and development efforts and potential mergers and acquisitions. Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. Our capital expenditures are primarily related to machinery and equipment, computers and software, and leasehold improvements for general corporate and operational purposes. We expect construction in progress to continue to increase as we develop data relay satellites and ground networks associated with our Data Transmission Services business.

As of December 31, ~~2024~~2025, wethe Company had cash and cash equivalents of $~~207~~582.6 million and working capital of $~~194~~494.30 million. ~~For~~The ~~the year ended December 31, 2024, the~~ Company ~~received~~invests ~~approximately~~excess ~~$294.7~~cash ~~million~~ in ~~gross~~highly ~~proceeds from warrant exercises~~liquid, ~~sales~~low ofrisk ~~stock~~interest-bearing ~~under~~overnight ~~the~~sweep ~~ATM program~~ and ~~the~~demand ~~2024~~deposit ~~Offering,~~accounts ~~and~~with ~~other~~major ~~equity~~financial ~~transactions, as further described in Notes 8 and 9~~institutions.

InWarrant connection with the Business Combination as discussed in Notes 1 and 8, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. The Cantor Purchase Agreement contractually terminated on September 1, 2024. Additionally, in April 2024, the Company and Cantor entered into a Controlled Equity Offering Sales Agreement with Cantor acting as the Company’s exclusive sales agent for the sale of newly issued shares of Class A Common Stock for aggregate proceeds up to $100.0 million, as further described in Note 8 as the ATM Program. Pursuant to the ATM program, the Company raised approximately $97.5 million, net of $2.5 million in transaction fees, during the second and third quarters of 2024.Redemption

InOn ~~December~~February ~~2024~~4, 2025 the Company ~~completed~~announced anthe ~~underwritten~~redemption ~~public offering~~ of ~~10,952,381~~all ~~shares~~ of its ~~Class~~outstanding Awarrants ~~Common~~(the ~~Stock~~Public atWarrants aand ~~price~~Private toWarrants ~~the~~as ~~public~~defined ofin ~~$10.50~~Note ~~per~~11, ~~share~~collectively (the “~~Public Offering~~Warrants”), ~~which~~and ~~included~~Warrants ~~the~~remaining ~~full~~unexercised ~~exercise~~as of ~~the~~March ~~underwriters’ option to purchase an additional 1~~6,~~275,714~~ ~~shares~~2025 of(the ~~Class~~“Redemption ADate”) ~~Common~~were ~~Stock~~redeemed ~~from~~by the Company. ~~The~~for ~~Company~~$0.01 ~~also~~per ~~entered~~Warrant. ~~into~~During anthe ~~agreement~~first ~~with~~quarter anof ~~accredited investor~~2025, ~~pursuant to which~~ the Company ~~sold~~received toapproximately ~~the~~$176.6 ~~investor~~million ~~952,381 shares of its Class A Common Stock~~ in agross ~~concurrent~~proceeds ~~private~~from ~~placement~~the atexercise aof ~~purchase~~15,358,229 ~~price~~Warrants. ~~per~~On ~~share equal to~~ the ~~Public~~Redemption ~~Offering~~Date, ~~price~~a ~~per~~total ~~share~~ of ~~$10.50~~6,571,724 ~~(the~~Warrants ~~“Private~~remained ~~Offering”~~unexercised ~~together~~which ~~with~~were ~~the~~redeemed ~~Public~~by ~~Offering,~~ the ~~“2024~~Company ~~Offering”).~~for ~~The~~an ~~net~~aggregate ~~proceeds~~redemption toprice ~~the~~of ~~Company~~$66 ~~from~~thousand. ~~the~~See ~~2024~~Note ~~Offering,~~11 ~~after~~– ~~deducting~~Public ~~transaction~~and ~~costs~~Private ofWarrants ~~$6.5~~for ~~million,~~additional ~~were approximately $116~~information.~~9 million.~~

AsStifel further described in Note 17 - Subsequent Events, the Company announced on February 4, 2025, the redemption of all of its outstanding warrants (the Public Warrants and Private Warrants as defined in Note 9, collectively the “Warrants”) and Warrants remaining unexercised as of March 6, 2025 (the “Redemption Date”) were redeemed by the Company for $0.01 per Warrant. During the first quarter of 2025, the Company received approximately $176.6 million in gross proceeds from the Warrant exercises of 15,358,229. On the Redemption Date, a total of 6,571,724 Warrants remained unexercised and the Company redeemed those Warrants for an aggregate redemption price of $66 thousand. In connection with the Warrant Redemption, a warrant holder agreed to exercise 1,800,000 of the Public Warrants, and the Company agreed to repurchase 941,080 shares of the Company’s Class A Common Stock for an aggregate purchase price of $20.7 million.Bank

On March 4, 2025, the Company entered into a loan and security agreement with Stifel Bank which provides for a secured revolving credit facility in an aggregate principal amount of up to $40.0 million. As of December 31, 2025, the revolving credit facility remains unborrowed. On, January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the loan agreement, pursuant to which Stifel Bank consented to the acquisition of Lanteris (as discussed in Note 19 - Subsequent Events and below) and halted any borrowing and covenant obligations by the Company under the revolving credit facility. See Note 8 - Debt for additional information on this loan and security agreement.

Convertible Notes

On August 18, 2025, the Company issued $345.0 million aggregate principal amount of 2.500% convertible senior notes due 2030 (the “Convertible Notes”). The Convertible Notes are general, unsecured obligations of the Company and bear interest at a fixed rate of 2.500% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Convertible Notes will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased. The net proceeds of the Convertible Notes were $334.6 million after deducting the initial purchasers’ discount and commissions and the offering expenses payable by the Company.

We used approximately $36.8 million of the net proceeds to pay the cost of the Capped Calls transactions (as further defined in Note 8 - Debt). The Capped Calls cover, subject to anti-dilution adjustments, the number of Class A Common Stock underlying the Convertible Notes. The Capped Calls can be settled in cash or shares at the Company’s option and are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Convertible Notes.

For further information on the Convertible Notes, including terms of conversion, and the Capped Calls, refer to Note 8 - Debt.

KinetX Acquisition

On October 1, 2025, the Company completed the stock purchase agreement to acquire 100% of the issued and outstanding capital stock of KinetX, Inc (“KinetX”). KinetX is a privately-held, Arizona-based aerospace company with more than 30 years of experience delivering flight-proven, deep-space navigation, systems engineering, ground software, and constellation mission design to the U.S. government and international customers. The consideration for the acquisition totaled approximately $31.3 million, consisting of cash consideration of $15.0 million plus $1.1 million for seller payable

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~~Management~~adjustments ~~believes~~treated ~~that~~as ~~the~~consideration ~~cash~~transferred, and ~~cash~~the ~~equivalents~~issuance as of ~~December 31~~1,434,005 ~~2024~~shares ~~and~~of the ~~additional~~Company’s ~~liquidity~~Class ~~provided~~A byCommon ~~subsequent~~Stock ~~equity~~valued ~~transactions,~~at ~~will~~$15.2 bemillion ~~sufficient~~based toon ~~fund~~ the ~~short-term~~October ~~liquidity~~1, ~~needs~~2025 ~~and~~closing price of $10.61. Of the ~~execution~~issued shares, approximately 329,827 shares of ~~the~~Class ~~business~~A ~~plan~~Common ~~through~~Stock atwas ~~least~~held ~~the~~back ~~twelve-month~~in ~~period~~escrow ~~from~~to ~~the~~settle ~~date~~any ~~the~~post-closing ~~financial~~adjustments ~~statements~~and/or ~~are~~potential ~~issued~~claims. See Note 3 - Acquisitions for more information on the acquisition of KinetX.

~~Loan~~Lanteris ~~Agreement~~Acquisition

On ~~March~~January 413, ~~2025~~2026, wethe ~~entered~~Company ~~into~~completed athe ~~loan~~acquisition ~~and~~of ~~security~~100% ~~agreement~~of (the ~~“Loan~~issued ~~Agreement”)~~and ~~with~~outstanding ~~Stifel~~membership ~~Bank.~~interests ~~The~~Lanteris, ~~Loan~~pursuant ~~Agreement~~to ~~provides for~~ a ~~secured~~Membership ~~revolving~~Interest ~~credit~~Purchase ~~facility~~Agreement inwith anVantor ~~aggregate~~Holdings ~~principal~~Inc. ~~amount~~Formerly ofMaxar upSpace toSystems, ~~$40.0~~Lanteris ~~million~~is ~~(the~~a ~~“Revolving~~spacecraft ~~Facility”).~~manufacturer ~~The~~serving ~~proceeds~~national ofsecurity, ~~the~~commercial ~~loans (~~and ~~any~~civil ~~letters~~customers. ofThe ~~credit~~aggregate ~~issued~~consideration ~~thereunder)~~transferred ~~may~~at beclosing ~~used~~was ~~for~~approximately ~~the~~$705.8 ~~funding~~million, consisting of ~~growth~~$403.3 ~~initiatives,~~million ~~including~~in ~~working~~cash ~~capital needs~~ and ~~general~~22,991,028 ~~corporate~~shares ~~purposes~~of as the Company’s ~~continues~~Class toA ~~focus~~Common onStock ~~minimizing~~valued ~~its~~at ~~cost~~$283.7 ~~of capital while maximizing available funding alternatives~~million. ~~Amounts~~In ~~outstanding~~addition, ~~under~~ the ~~Revolving~~Company ~~Facility~~issued ~~will~~approximately ~~bear~~1,518,163 ~~interest~~shares ~~at a rate per annum equal to the greater~~ of ~~(a)~~Class ~~Term~~A ~~SOFR~~Common ~~(secured~~Stock ~~overnight~~valued ~~financing~~at ~~rate) plus 2~~$18.~~75%~~7 ~~and~~million ~~(b)~~for ~~6.00%.~~retention ~~The~~and ~~Loan~~transaction ~~Agreement matures on April 30~~bonuses, ~~2027~~assumed ~~(the~~indebtedness ~~“Maturity~~and ~~Date”). Subject~~funded toobligations ~~certain~~of ~~conditions~~approximately in$134.9 ~~the Loan Agreement~~million, ~~amounts~~and ~~borrowed~~incurred ~~thereunder~~transaction ~~may~~expenses beof ~~repaid~~$11.7 ~~and~~million. ~~reborrowed~~The atCompany ~~any~~funded ~~time prior to~~ the ~~Maturity~~cash ~~Date.~~portion As of the ~~date~~purchase ofprice ~~this~~using ~~filing,~~cash ~~the~~on ~~revolving credit facility remains unborrowed~~hand.

~~Live~~Orbital ~~Oak~~Receivables ~~Mobilization~~Purchase ~~Credit~~ Facility

In ~~December~~connection ~~2019~~with the Lanteris acquisition, the Company entered into a ~~loan~~Waiver, ~~agreement~~Consent, ~~with~~Amendment ~~Live~~and ~~Oak~~Assignment ~~Banking~~Agreement ~~Company~~with ~~(the~~ING ~~“Credit~~Belgium ~~Mobilization~~NV/SA ~~Facility~~(“ING”) ~~which~~and ~~provided~~certain aaffiliates ~~$12.0~~of ~~million~~Lanteris, ~~credit~~pursuant ~~mobilization~~to ~~facility~~which ~~that~~the ~~was~~Company ~~paid~~became ina ~~full~~guarantor asunder ~~of November 2023. In July 2022, we entered into~~ the ~~Second~~ Amended and Restated ~~Loan~~Receivables Purchase Agreement ~~with~~(the ~~Live~~“Orbital ~~Oak~~Receivables ~~Banking~~Purchase ~~Company which provided an $8~~Facility”).0 ~~million~~Under ~~credit~~the ~~mobilization~~ facility, ~~with~~through aDecember ~~loan~~1, ~~maturity of July 14~~2026, ~~2024. The~~ING ~~Credit~~may ~~Mobilization~~purchase ~~Facility~~certain ~~bears~~orbital ~~interest~~payment ~~(payable~~receivables ~~monthly)~~of atLanteris aon ~~rate per annum equal to the greater of (~~a~~) the~~ ~~prime rate~~discretionary, astransaction-by-transaction ~~published~~basis, inup ~~the~~to ~~Wall~~an ~~Street~~aggregate ~~Journal~~maximum ~~newspaper,~~of ~~plus 2~~$250.0% ~~and (b) 5~~million.0% ~~and~~If ~~requires~~a ~~the~~customer ~~Company~~prepays toa ~~meet~~receivable ~~certain~~that ~~financial~~has ~~and~~been ~~other~~purchased ~~covenants and are secured~~ by ~~substantially~~ING, ~~all~~Lanteris ofis ~~the~~required ~~assets~~to ofmake ~~the~~a ~~Company. There~~contractual ~~was~~make-whole ~~$8.0~~payment ~~million~~based ~~outstanding~~on ~~under~~a ~~the~~net ~~Credit~~present ~~Mobilization~~value ~~Facility as of December 31, 2023~~formula. The Company ~~paid~~expects ~~$5.0 million during~~ the ~~second~~Orbital ~~quarter~~Receivables ofPurchase ~~2024,~~Facility ~~and~~to ~~paid~~continue ~~the~~to ~~remaining~~support ~~$3.0~~Lanteris’ ~~million~~working incapital ~~July 2024~~ and ~~the~~liquidity ~~facility has been terminated~~needs. ~~See Note 6 - Debt to our consolidated financial statements for additional information related to the credit mobilization facilities.~~

~~Bridge~~Securities ~~Loan~~Purchase Agreement

On ~~January~~February 1027, ~~2024~~2026, the Company ~~entered~~completed ~~into~~the aSecurities ~~series~~Purchase ofAgreement ~~loan documents~~ with ~~Pershing~~the ~~LLC,~~Investors anrelating ~~affiliate of Bank of New York Mellon, pursuant~~ to ~~which~~the ~~Pershing~~issuance ~~LLC~~and ~~agreed~~sale to anthe ~~extension~~Investors of ~~credit~~shares inof anClass ~~amount~~A ~~not~~Common toStock ~~exceed $10.0 million to the Company (the “Bridge Loan”). Borrowings under the Bridge Loan bear interest~~ at ~~the target interest rate set by the Federal Open Market Committee (“Fed Funds Rate”), subject to~~ a ~~5.5%~~price ~~floor,~~of ~~plus a margin~~$15.12 ~~For~~per ~~borrowings,~~share ~~the~~for ~~applicable~~an ~~rate~~aggregate ~~margin~~purchase isprice ~~0.9%.~~of ~~The~~ $10175.0 million ~~in borrowings are available for working capital needs and other general corporate purposes must be repaid by February 22, 2024~~.

~~The~~Management ~~Bridge~~believes ~~Loan~~that ~~included guarantees (~~the ~~“Credit~~cash ~~Support~~and ~~Guarantees”)~~cash byequivalents ~~Ghaffarian~~as ~~Enterprises, LLC (an affiliate~~ of ~~Dr.~~December 31, ~~Kamal~~2025 ~~Ghaffarian) (“Ghaffarian Enterprises”)~~ and ~~documentation~~the byliquidity ~~which~~provided ~~Ghaffarian~~from ~~Enterprises,~~the ~~LLC~~proceeds ~~supported~~of ~~such~~the ~~Credit~~issuance ~~Support~~of ~~Guarantees~~securities ~~with~~pursuant ~~collateral~~to ~~including marketable securities (~~the ~~“Credit~~Securities ~~Support”),~~Purchase inAgreement ~~each~~and ~~case in favor of~~ the ~~lender~~issuance ~~for the benefit~~ of the ~~Company.~~Convertible ~~On January 10~~Notes, ~~2024,~~will ~~the~~be ~~Company~~sufficient ~~and~~to ~~Ghaffarian~~fund ~~Enterprises~~the ~~entered~~short-term ~~into~~liquidity aneeds ~~credit support fee~~ and ~~subrogation~~the ~~agreement,~~execution ~~where~~of the ~~Company~~business ~~agreed~~plan tothrough ~~pay~~at aleast ~~support~~the ~~fee~~twelve-month ofperiod ~~$148~~from ~~thousand~~the ~~for~~date the ~~Credit~~financial ~~Support~~statements are issued.

OnCash ~~January 29, 2024, the Bridge Loan was repaid in full as a result of $10.0 million in contributions from the Guarantor under the Bridge Loan Conversion transaction further described in Note 8.~~Flows

Other

In March 2024, the Company filed a shelf registration statement on Form S-3 (File No. 333-278288) with the Securities and Exchange Commission, which permits the offering, issuance, and sale of up to a maximum aggregate offering price of $300.0 million of the Company’s Class A common stock and warrants. Up to a maximum of $100.0 million of the maximum aggregate offering price of $300.0 million may be issued and sold pursuant to an at-the-market financing facility under a capital controlled equity offering sales agreement between the Company and Cantor Fitzgerald & Co. As of the third quarter of 2024, the Company raised approximately $97.5 million in net proceeds (net of $2.5 million in transaction fees) pursuant to the at-the-market financing facility. In addition, subject to market and other conditions, we may opportunistically pursue underwritten public offerings of our Class A common stock under such shelf registration statement for our account or the account of our selling stockholders. Unless otherwise specified in the prospectus supplement relating to any such offering, we expect to use the net proceeds of any sales of Class A common stock for our account for general

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corporate purposes. We would not receive any proceeds from the sale of our Class A common stock by the selling stockholders. We expect to continue to evaluate opportunities for such underwritten offerings over the near and intermediate term.

The following table summarizes our cash flows for the periods presented (in thousands):

Year Ended December 31,

(in thousands)

~~2024~~2025

~~2023~~2024

Net cash used in operating activities

(5714,~~587~~318)

(4557,~~279~~587)

Net cash used in investing activities

(1056,~~111~~580)

(2910,~~911~~111)

Net cash provided by financing activities

~~272~~446,~~787~~588

53272,~~924~~787

Cash Flows for the years ended December 31, 2024 and 2023

Operating Activities

During the year ended December 31, ~~2024~~2025, our operating activities used $5714.63 million of net cash as compared to $4557.36 million of net cash used during the year ended December 31, ~~2023~~2024. Changes in operating assets and liabilities, which consist primarily of working capital balances for our projects, may vary and are impacted by the stage of completion and contractual terms of projects. The primary components of our working capital accounts are trade accounts receivable, contract assets, accounts payable, and contract liabilities.

Investing Activities

During the year ended December 31, ~~2024~~2025, investing activities used $1056.16 million of net cash as compared to $2910.91 million of net cash used during the year ended December 31, ~~2023~~2024. The $1946.85 million ~~favorable~~increase ~~change~~in ~~primarily~~investing ~~results~~activities ~~from~~was driven by higher capital expenditures ~~that~~of ~~occurred~~$31.5 ~~during~~million ~~2023~~associated ~~for~~primarily ~~our~~with ~~Lunar~~the ~~Production~~fabrication and ~~Operations~~development ~~Center~~of ~~that~~commercial ~~was~~communications ~~completed~~satellites inand ~~late~~navigation ~~2023~~network, ~~slightly~~and ~~offset by~~ capital expenditures ~~associated~~related ~~primarily~~to ~~with~~our ~~the~~expansion ~~new~~to ~~NSN~~a ~~contract~~new ~~award~~leased ~~in late 2024.~~

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facility at Houston Spaceport to support the growth of our operations. In addition, in October 2025, the Company completed the business acquisition of KinetX for approximately $14.9 million, net of cash received. See Note 3 - Acquisitions for more information on the acquisition of KinetX.

Financing Activities

During the year ended December 31, ~~2024~~2025, financing activities provided $~~272~~446.86 million of net cash as compared to $53272.98 million of net cash provided during the year ended December 31, ~~2023~~2024.

During 2025, our financing activities primarily included $334.6 million in net proceeds from the issuance Convertible Notes, $176.6 million in proceeds from the exercise of warrants, slightly offset by $36.8 million for the purchase of Capped Calls transactions associated with the issuance of the Convertible Notes, $20.7 million for share repurchase, $4.8 million in net activity related to our share-based awards, and $2.2 million in distributions to noncontrolling interests.

During 2024, our financing activities primarily included $61.3 million in proceeds from the exercise of warrants, $224.0 million in net proceeds from the issuance of securities, $10.0 million in proceeds received in borrowings under the Bridge Loan offset by the repayment of $10.0 million, $8.0 million repayment on a loan under our Credit Mobilization Facility, $2.3 million in distributions to noncontrolling interests, and $2.2 million in net activity related to our share-based awards.

During 2023, our financing activities primarily included $34.1 million in proceeds received upon consummation of the Business Combination and Series A Preferred Stock issuance slightly offset by $9.4 million in related transaction costs paid. We also received $20.0 million in proceeds upon the close of the Private Placement, $12.7 million in cash associated with the termination of a prepaid forward purchase agreement and $16.1 million in proceeds from the exercise of warrants, slightly offset by $12.0 million repayment on a loan under our Credit Mobilization Facility and member distributions of $8.0 million.

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Contractual Obligations and Commitments

The following table presents our significant contractual obligations and commitments as of December 31, ~~2024~~2025 (in thousands):

			Payments Due
	Total		~~2025~~2026		~~2026~~2027		~~2027~~2028		~~2028~~2029		~~2029~~2030		Thereafter
Operating lease obligations(1)	$	6991,~~521~~648	$	212,~~522~~597	$	26,~~614~~691	$	23,~~175~~603	$	23,~~232~~920	$	23,~~710~~940	$	5760,~~268~~897
Finance lease obligations(1)	~~110~~73		4745		4121		177		5—		—		—
Purchase commitments(2)	9758,~~089~~121		38,~~973~~527		3719,~~829~~594		~~20,287~~—		—		—		—
Total	$	~~166~~149,~~720~~842	$	4151,~~542~~169	$	4026,~~484~~306	$	223,~~479~~610	$	23,~~237~~920	$	23,~~710~~940	$	5760,~~268~~897

(1) Refer to Note 57 for additional information on our operating and finance lease obligations.

(2) From time-to-time, we enter into long-term commitments with vendors to purchase launch services and for the development of certain components in conjunction with our obligations under revenue contracts with our customers. This represents our significant remaining purchase obligations under non-cancelable commitments.

See Note 79 of the consolidated financial statements for information regarding our tax receivable agreement.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

We believe that the following accounting policies involve a high degree of ~~judgement~~judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. Significant accounting policies employed by us, including the use of estimates, are presented in Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.

The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgements that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

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Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. Our revenue is primarily generated from the progress on long-term lunar mission contracts and engineering services for the research, design, development, and manufacturing of advancement technology aerospace system.

Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when and as our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of services to the customer. For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices.

For most of our business, where performance obligations are satisfied due to the continuous transfer of control to the customer, revenue is recognized over time. Where the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability, those contracts are accounted for as single performance obligations. We recognize revenue generally using the cost-to-cost method, based primarily on contract costs incurred to date compared to total estimated contract costs at completion. This method is deemed appropriate in measuring performance towards completion because it directly measures the value of the goods and services transferred to the customer. Billing timetables and payment terms on our contracts vary based on a few factors, including the contract type. Typical payment terms under fixed-price contracts provide that the customer pays either performance-based payment based on the achievement of contract milestones or progress payments based on a percentage of costs we incur.

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Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion (the process described below in more detail) is complex and subject to many variables and requires significant judgment. The consideration to which we are entitled on our long-term contracts may include both fixed and variable amounts. Variable amounts can either increase or decrease the transaction price.

We include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the contract price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We reassess the amount of variable consideration each accounting period until the uncertainty associated with the variable consideration is resolved. Changes in the assessed amount of variable consideration are accounted for prospectively as a cumulative adjustment to revenue recognized in the current period.

When changes are required for the estimated total revenue on a contract, these changes are recognized on a cumulative catch-up basis in the current period. A significant change in one or more estimates could affect the profitability of one or more of our performance obligations. If estimates of total costs to be incurred exceed estimates of total consideration the Company expects to receive, a provision for the remaining loss on the contract is recorded in the period in which the loss becomes evident.

~~Emerging~~Business ~~Growth Company Status~~Combination

The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed measured at their fair values on the date acquired. The allocation of the purchase price in a business combination requires management to make significant estimates in determining the fair value of acquired assets and assumed liabilities, especially with respect to intangible assets. The excess of the purchase price in a business combination over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when fair value is not readily available and requires management judgment.

When determining the fair value of the assets and liabilities of an acquired business, we make judgments and estimates using all available information to us including, but not limited to, quoted market prices, carrying values, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, future changes in technology and brand awareness, loyalty and position and discount rates. We engage third-party appraisal firms when appropriate to assist in the fair value determination of intangible assets. The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. Our purchase price allocation related to the acquisition of KinetX is discussed in Note 3 - Acquisitions in the accompanying consolidated financial statements.

Goodwill and Intangible Assets

We evaluate our goodwill and intangible assets for impairment annually in the fourth quarter and in any interim period in which events or circumstances arise that indicate possible impairment. Indicators of impairment include, but are not limited

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to, a significant deterioration in overall economic conditions, a decline in our market capitalization, the loss of significant business, significant decreases in funding for our contracts, or other significant adverse changes in industry or market conditions.

We test goodwill for impairment at the reporting unit level based on our reporting structure. We currently have one reporting unit which encompasses all operations including new acquisitions. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization, and other relevant qualitative factors. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.

In connection with the acquisition of KinetX in October 2025, the Company initially recognized goodwill and intangible assets in our consolidated financial statements. The Company evaluated these goodwill and intangible assets for impairment as of December 31, 2025 and did not recognize any impairment changes, and will continue to evaluate them annually and during interim periods in which events or circumstances arise that indicate possible impairment. See Note 3 - Acquisitions and Note 6 - Goodwill and Intangible Assets, net for more information on our goodwill and intangible assets recognized in connection with the acquisition of KinetX.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

IfLoss ~~the Company loses its EGC status, it will qualify as a large accelerated filer based on its unaffiliated market capitalization, according to Rule 12b-2~~ of ~~the~~Smaller ~~Securities~~Reporting ~~Exchange~~Company ~~Act of 1934, as amended.~~Status

As of June 30, 2025, the market value of shares of our common stock held by non-affiliates was more than $250 million, and our annual revenue during the most recently completed fiscal year was more than $100 million. Therefore, as of July 1, 2025, we no longer qualify as “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act. However, we are continuing to rely on exemptions from certain disclosure requirements that are available to SRCs through the filing of this Annual Report on Form 10-K, consistent with the SEC’s rules and related guidance under the Exchange Act.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are arelying ~~smaller~~on ~~reporting~~the ~~company~~scaled asdisclosure ~~defined~~requirements byavailable ~~Rule~~to ~~12b-2~~SRCs ~~of the Exchange Act~~ and are not required to provide the information otherwise required under this item.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

						Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID # 248)						53
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2024 and 2023						54
Consolidated Balance Sheets as of December 31, 2025 and 2024						54
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023						55
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024						55
Consolidated Statements of Mezzanine Equity for the years ended December 31, 2024 and 2023						56
Consolidated Statements of Mezzanine Equity for the years ended December 31, 2025 and 2024						56
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2024 and 2023						57
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2025 and 2024						57
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023						59
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024						59
Notes to Consolidated Financial Statements						6061

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Intuitive Machines, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Intuitive Machines, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, mezzanine equity, shareholders’ deficit, and cash flows for each of the two years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2021.

Houston, Texas

March 2519, ~~2025~~2026

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INTUITIVE MACHINES, INC.

Consolidated Balance Sheets

(in thousands, except share data and par value)

	December 31,2024		December 31,2023
	December 31,2025		December 31,2024
ASSETS
Current assets
Cash and cash equivalents	$	~~207~~582,~~607~~606	$	4207,~~498~~607
Restricted cash	2,~~042~~733		622,042
Trade accounts receivable	44,759		16,881
Trade accounts receivable, net of allowance for credit losses of $3,295 and $0, respectively	12,193		44,759
Contract assets	3412,~~592~~236		734,~~126~~592
Prepaid and other current assets	49,~~161~~046		34,~~044~~161
Total current assets	~~293~~618,~~161~~814		31293,~~611~~161
Property and equipment, net	2368,~~364~~550		1823,~~349~~364
Operating lease right-of-use assets	38,765		35,853
Intangible assets, net	12,968		—
Finance lease right-of-use assets	114		95
Goodwill	18,697		—
Total assets	$	355,404	$	85,908
Operating lease right-of-use assets	36,755		38,765
Finance lease right-of-use assets	94		114
Other assets	1,276		—
Total assets	$	757,154	$	355,404
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1722,~~350~~199	$	1617,~~771~~350
Accounts payable - affiliated companies	21,~~750~~723		52,~~786~~750
Current maturities of long-term debt	—		8,000
Contract liabilities, current	57,368		65,184
Contract liabilities, current	65,184		41,371
Operating lease liabilities, current	10,466		2,021
Operating lease liabilities, current	2,021		4,833
Finance lease liabilities, current	48		37
Finance lease liabilities, current	37		25
Other current liabilities	33,028		11,489
Other current liabilities	11,489		4,747
Total current liabilities	124,832		98,831
Total current liabilities	98,831		81,533
Long-term debt	335,335		—
Contract liabilities, non-current	146,~~334~~341		—14,334
Operating lease liabilities, non-current	3526,~~259~~290		3035,~~550~~259
Finance lease liabilities, non-current	6320		6763
Earn-out liabilities	~~134,156~~—		14134,~~032~~156
Warrant liabilities	6860,~~778~~394		1168,~~294~~778
Other long-term liabilities	62240		462
Total liabilities	~~351~~553,~~483~~452		~~137~~351,~~480~~483
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 15)
MEZZANINE EQUITY
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 5,000 and 26,000 shares issued and outstanding	5,990		28,201
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 5,000 and 5,000 shares issued and outstanding	6,613		5,990
Redeemable noncontrolling interests	1951,~~005,965~~536		~~181~~1,~~662~~005,965
SHAREHOLDERS’ DEFICIT
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 101,859,000 and 22,279,876 shares issued and 100,609,000 and 21,029,876 outstanding	10		2
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 123,472,960 and 101,859,000 shares issued and 121,281,880 and 100,609,000 outstanding	12		10
Class B common stock, $0.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding	—		—
Class C common stock, $0.0001 par value, 100,000,000 shares authorized, 55,394,533 and 70,909,012 shares issued and outstanding	6		7
Class C common stock, $0.0001 par value, 100,000,000 shares authorized, 58,628,185 and 55,394,533 shares issued and outstanding	6		6
Treasury stock, at cost, 1,250,000 shares	(12,825)		(12,825)
Treasury stock, at cost, 2,191,080 shares	(33,525)		(12,825)
Paid-in capital	—		—
Accumulated deficit	(~~996~~721,~~453~~457)		(~~248~~996,~~619~~453)
Total shareholders’ deficit attributable to the Company	(1754,~~009,262~~964)		(~~261~~1,~~435~~009,262)
Noncontrolling interests	~~1,228~~517		—1,228
Total shareholders’ deficit	(1754,~~008,034~~447)		(~~261~~1,~~435~~008,034)
Total liabilities, mezzanine equity and shareholders’ deficit	$	~~355~~757,~~404~~154	$	85355,~~908~~404

The accompanying notes are an integral part of these consolidated financial statements

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INTUITIVE MACHINES, INC.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Year Ended December 31,		~~Year Ended December 31,~~
					2024		2023
	2025		2024
Revenue					$	228,000	$	79,551
Revenues:
Operating expenses:
Service revenue	$	207,132	$	228,000
Cost of revenue (excluding depreciation)					190,369		101,044
Grant revenue	2,927		—
Cost of revenue (excluding depreciation) - affiliated companies					34,862		2,949
Total revenues	210,059		228,000
Depreciation					1,859		1,376
Operating expenses:
Impairment of property and equipment					5,044		964
Cost of revenue (excluding depreciation and amortization)	177,247		190,369
General and administrative expense (excluding depreciation)					53,262		34,337
Cost of revenue (excluding depreciation and amortization) - affiliated companies	23,822		34,862
Total operating expenses					285,396		140,670
Depreciation and amortization	3,597		1,859
Operating loss					(57,396)		(61,119)
Impairment of property and equipment	—		5,044
Other income (expense), net:
General and administrative expense (excluding depreciation and amortization)	92,624		53,262
Interest income (expense), net					180		(823)
Total operating expenses	297,290		285,396
Change in fair value of earn-out liabilities					(120,124)		66,252
Operating loss	(87,231)		(57,396)
Change in fair value of warrant liabilities					(77,651)		15,435
Other income (expense):
Change in fair value of SAFE Agreements					—		(2,353)
Interest income	15,272		272
Loss on issuance of securities					(93,136)		(6,729)
Interest expense	(4,177)		(92)
Other income (expense), net					1,242		(483)
Change in fair value of earn-out liabilities	(33,369)		(120,124)
Total other income (expense), net					(289,489)		71,299
Change in fair value of warrant liabilities	8,384		(77,651)
Income (loss) before income taxes					(346,885)		10,180
Change in fair value of contingent consideration liabilities	(1,854)		—
Income tax expense					(37)		(40)
Loss on issuance of securities	—		(93,136)
Net income (loss)					(346,922)		10,140
Other income, net	91		1,242
Net loss attributable to Intuitive Machines, LLC prior to the Business Combination					—		(6,481)
Total other expense, net	(15,653)		(289,489)
Net income (loss) (post Business Combination)					(346,922)		16,621
Loss before income taxes	(102,884)		(346,885)
Net loss attributable to redeemable noncontrolling interest					(67,004)		(45,141)
Income tax expense	(3,962)		(37)
Net income attributable to noncontrolling interest					3,495		—
Net loss	(106,846)		(346,922)
Net income (loss) attributable to the Company					(283,413)		61,762
Net loss attributable to redeemable noncontrolling interest	(25,059)		(67,004)
Less: Preferred dividends					(896)		(2,343)
Net income attributable to noncontrolling interest	1,507		3,495
Net income (loss) attributable to Class A common shareholders					$	(284,309)	$	59,419
Net loss attributable to the Company	(83,294)		(283,413)
Net income (loss) per share (1)
Less: Preferred dividends	(616)		(896)
Net income (loss) per share of Class A common stock - basic					$	(4.63)	$	3.37
Net loss attributable to Class A common shareholders	$	(83,910)	$	(284,309)
Net income (loss) per share of Class A common stock - diluted					(4.63)		2.42
Net loss per share
Weighted-average common shares outstanding
Net loss per share of Class A common stock - basic and diluted	$	(0.73)	$	(4.63)
Weighted average shares outstanding - basic					61,410,250		17,648,050
Weighted-average common shares outstanding
Weighted average shares outstanding - diluted					61,410,250		25,564,313
Weighted average shares outstanding - basic and diluted	115,426,620		61,410,250

(1)As a result of the Business Combination, the capital structure changed and net income per share information for 2023 represents results after the Closing Date of the Business Combination, for the period from February 13, 2023 through December 31, 2023. See Note 1 - Business Description and Note 12 - Net Income (Loss) per Share for additional information.

The accompanying notes are an integral part of these consolidated financial statements

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INTUITIVE MACHINES, INC.

Consolidated Statements of Mezzanine Equity

(In thousands except per share data)

	Series A Preferred Stock			Redeemable Noncontrolling Interest
	Shares	Amount
Balance, December 31, 2022	—	$	—	$	—
Issuance of series A preferred stock	26,000	25,827		—
Cumulative preferred dividends	—	2,343		—
Accretion of preferred stock discount	—	31		—
Establishment of redeemable noncontrolling interests	—	—		(85,865)
Subsequent remeasurement of redeemable noncontrolling interests	—	—		312,668
Net loss attributable to redeemable noncontrolling interests	—	—		(45,141)
Balance, December 31, 2023	26,000	$	28,201	$	181,662
Conversion of Series A preferred stock (Note 7)	(21,000)	(23,120)		—
Conversion of Series A preferred stock (Note 10)	(21,000)	(23,120)		—
Cumulative preferred dividends	—	896		—
Accretion of preferred stock discount	—	13		—
Subsequent remeasurement of redeemable noncontrolling interests	—	—		891,307
Net loss attributable to redeemable noncontrolling interests	—	—		(67,004)
Balance, December 31, 2024	5,000	$	5,990	$	1,005,965
Cumulative preferred dividends	—	616		—
Accretion of preferred stock discount	—	7		—
Subsequent remeasurement of redeemable noncontrolling interests	—	—		(29,370)
Net loss attributable to redeemable noncontrolling interests	—	—		(25,059)
Balance, December 31, 2025	5,000	$	6,613	$	951,536

The accompanying notes are an integral part of these consolidated financial statements

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INTUITIVE MACHINES, INC.

Consolidated Statements of Shareholders’ Deficit

(In thousands except per share data)

	Members Units				Common StockClass A			Common StockClass B				Common StockClass C				Treasury Stock		Paid-in Capital		Accumulated Deficit		Total Shareholders’ Deficit
	Common StockClass A					Common StockClass C			Treasury Stock			Paid-in Capital		Accumulated Deficit		Total Shareholders’ Deficit attributable to the Company		NCI		Total Shareholders’ Deficit
	Units				Shares	Amount		Shares	Amount			Shares		Amount
	Shares		Amount					Shares			Amount
Balance, December 31, 2022	122,505,500		$	1	—	$	—	—	$	—		—		$	—	$	—	$	14,967	$	(65,859)	$	(50,891)
Balance, December 31, 2023	22,279,876		$	2				70,909,012	$	7		$	(12,825)	$	—	$	(248,619)	$	(261,435)	$	—	$	(261,435)
Issuance of units	21,500		—		—	—		—	—			—		—		—		22		—		22
Share-based compensation expense	—		—					—	—			—		8,798		—		8,798		—		8,798
Share-based compensation expense	—		—		—	—		—	—			—		—		—		101		—		101
Cumulative preferred dividends	—		—					—	—			—		(896)		—		(896)		—		(896)
Net loss	—		—		—	—		—	—			—		—		—		—		(6,481)		(6,481)
Accretion of preferred stock discount	—		—					—	—			—		(13)		—		(13)		—		(13)
Effects of Business Combination
Conversion of Series A preferred stock (Note 10)	7,738,743		1					—	—			—		23,119		—		23,120		—		23,120
Recapitalization	(122,527,000)		(1)		13,736,932	2		10,566	—			68,140,188		6		—		47,438		—		47,445
Class A common stock issued for warrants exercised (Note 10)	22,974,743		3					—	—			—		184,561		—		184,564		—		184,564
Conversion of SAFE Agreements	—		—		2,066,666	—		—	—			—		—		—		20,667		—		20,667
Class A common stock issued related to loan conversion (Notes 8 and 10)	3,487,278		—					—	—			—		—		—		—		—		—
Issuance of warrants to preferred shareholders	—		—		—	—		—	—			—		—		—		173		—		173
Class A common stock issued for stock options exercised	250,947		—					—	—			—		52		—		52		—		52
Transaction costs	—		—		—	—		—	—			—		—		—		(24,445)		—		(24,445)
Class A common stock issued for vested RSUs and PSUs	1,339,417		—					—	—			—		(2,281)		—		(2,281)		—		(2,281)
Establishment of the earn-out liabilities	—		—		—	—		—	—			—		—		—		(99,659)		—		(99,659)
Class A common stock issued for Class C canceled	15,361,622		1					(15,361,622)	(1)			—		—		—		—		—		—
Establishment of redeemable noncontrolling interest	—		—		—	—		—	—			—		—		—		85,865		—		85,865
Distribution to noncontrolling interests	—		—					—	—			—		—		—		—		(2,267)		(2,267)
Activities subsequent to the Business Combination
Issuance of Class A common stock related to ATM Program (Note 10)	16,521,612		2					—	—			—		97,495		—		97,497		—		97,497
Share-based compensation expense	—		—		—	—		—	—			—		—		—		4,172		—		4,172
Issuance of Class A common stock related to the 2024 Offering and Concurrent Private Placement (Note 10)	11,904,762		1					(152,857)	—			—		116,874		—		116,875		—		116,875
Member distributions	—		—		64,328	—		—	—			268,824		—		—		3,168		(11,120)		(7,952)
Transaction costs (Note 10)	—		—					—	—			—		(350)		—		(350)		—		(350)
Cumulative preferred dividends	—		—		—	—		—	—			—		—		—		(2,343)		—		(2,343)
Tax receivable agreement - obligation to partners	—		—					—	—			—		(473)		—		(473)		—		(473)
Accretion of preferred stock discount	—		—		—	—		—	—			—		—		—		(31)		—		(31)
Subsequent remeasurement of redeemable noncontrolling interests	—		—					—	—			—		(426,886)		(464,421)		(891,307)		—		(891,307)
Repurchase of common stock	—		—		—	—		—	—			—		—		(12,825)		—		—		(12,825)
Net income attributable to noncontrolling interest	—		—					—	—			—		—		—		—		3,495		3,495
Class A common stock issued for warrants exercised	—		—		1,402,106	—		—	—			—		—		—		16,124		—		16,124
Net loss attributable to the Company	—		—					—	—			—		—		(283,413)		(283,413)		—		(283,413)
Class A common stock issued related to Private Placement (Note 9)	—		—		4,705,883	—		—	—			—		—		—		—		—		—
Balance, December 31, 2024	101,859,000		$	10				55,394,533	$	6		$	(12,825)	$	—	$	(996,453)	$	(1,009,262)	$	1,228	$	(1,008,034)
Class A common stock issued for stock options exercised	—		—		197,610	—		—	—			—		—		—		(369)		—		(369)
Class A common stock issued for Class B canceled	—		—		10,566	—		(10,566)	—			—		—		—		—		—		—
Partner capital	—		—		—	—		—	—			—		—		—		686		—		686
Recapitalization adjustment (Note 3)	—		—		—	—		—	—			—		—		—		(1,000)		—		(1,000)
Issuance of Class A Common Stock related to CEF (Notes 3)	—		—		95,785	—		—	—			—		—		—		834		—		834
Issuance of Class C common stock related to earn-out awards (Note 3)	—	0	—		—	—		—	—			2,500,000		1		—		19,375		—		19,376
Other	—		—		—	—		—	—			—		—		—		—		2		2
Subsequent remeasurement of redeemable noncontrolling interests	—		—		—	—		—	—			—		—		—		(85,745)		(226,923)		(312,668)
Net income attributable to the Company	—		—		—	—		—	—			—		—		—		—		61,762		61,762
Balance, December 31, 2023	—		$	—	22,279,876	$	2	—	$	—		70,909,012		$	7	$	(12,825)	$	—	$	(248,619)	$	(261,435)

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INTUITIVE MACHINES, INC.

Consolidated Statements of Shareholders’ Deficit (continued)

(In thousands except per share data)

	Common StockClass A			Common StockClass C		Treasury Stock			Paid-in Capital		Accumulated Deficit		Total Shareholders’ Deficit attributable to the Company		NCI		Total Shareholders’ Deficit
	Shares	Amount			Shares			Amount
Balance, December 31, 2023	22,279,876	$	2		70,909,012	$	7		$	(12,825)	$	—	$	(248,619)	$	(261,435)	$	—	$	(261,435)
Share-based compensation expense	—	—			—	—			—		8,798		—		8,798		—		8,798
Cumulative preferred dividends	—	—			—	—			—		(896)		—		(896)		—		(896)
Accretion of preferred stock discount	—	—			—	—			—		(13)		—		(13)		—		(13)
Conversion of Series A preferred stock (Note 8)	7,738,743	1			—	—			—		23,119		—		23,120		—		23,120
Class A common stock issued for warrants exercised (Note 9)	22,974,743	3			—	—			—		184,561		—		184,564		—		184,564
Class A common stock issued related to loan conversion (Notes 6 and 8)	3,487,278	—			—	—			—		—		—		—		—		—
Class A common stock issued for stock options exercised	250,947	—			—	—			—		52		—		52		—		52
Class A common stock issued for vested RSUs and PSUs	1,339,417	—			—	—			—		(2,281)		—		(2,281)		—		(2,281)
Class A common stock issued for Class C canceled	15,361,622	1			(15,361,622)	(1)			—		—		—		—		—		—
Distribution to noncontrolling interests	—	—			—	—			—		—		—		—		(2,267)		(2,267)
Issuance of Class A common stock related to ATM Program (Note 8)	16,521,612	2			—	—			—		97,495		—		97,497		—		97,497
Issuance of Class A common stock related to the 2024 Offering and Concurrent Private Placement (Note 8)	11,904,762	1			(152,857)	—			—		116,874		—		116,875		—		116,875
Transaction costs (Note 8)	—	—			—	—			—		(350)		—		(350)		—		(350)
Tax receivable agreement - obligation to partners	—	—			—	—			—		(473)		—		(473)		—		(473)
Issuance of Class C common stock related to earn-out awards (Note 8)	—	—			—	—			—		—		—		—		—		—
Subsequent remeasurement of redeemable noncontrolling interests	—	—			—	—			—		(426,886)		(464,421)		(891,307)		—		(891,307)
Net income attributable to noncontrolling interest	0	—			—	—			—		—		—		—		3,495		3,495
Net loss attributable to the Company	—	—			—	—			—		—		(283,413)		(283,413)		—		(283,413)
Balance, December 31, 2024	101,859,000	$	10		55,394,533	$	6		$	(12,825)	$	—	$	(996,453)	$	(1,009,262)	$	1,228	$	(1,008,034)
Share-based compensation expense	—	—			—	—			—		8,609		—		8,609		—		8,609
Cumulative preferred dividends	—	—			—	—			—		(616)		—		(616)		—		(616)
Accretion of preferred stock discount	—	—			—	—			—		(7)		—		(7)		—		(7)
Capped call transactions (Note 8)	—	—			—	—			—		(36,777)		—		(36,777)		—		(36,777)
Acquisition of KinetX and related adjustments (Notes 3 and 9)	1,104,178	—			—	—			—		18,489		—		18,489		—		18,489
Class A common stock issued for warrants exercised (Note 10)	15,358,229	2			—	—			—		176,552		—		176,554		—		176,554
Repurchase of Class A common stock (Note 10)	—	—			—	—			(20,700)		—		—		(20,700)		—		(20,700)
Class A common stock issued for stock options exercised	113,714	—			—	—			—		(558)		—		(558)		—		(558)
Class A common stock issued for vested RSUs and PSUs	771,491	—			—	—			—		(4,279)		—		(4,279)		—		(4,279)
Class A common stock issued for Class C canceled	4,266,348	—			(4,266,348)	—			—		—		—		—		—		—
Distribution to noncontrolling interests	—	—			—	—			—		(18)		—		(18)		(2,218)		(2,236)
Issuance of Class C common stock related to earn-out awards (Note 10)	—	—			7,500,000	—			—		167,525		—		167,525		—		167,525
Subsequent remeasurement of redeemable noncontrolling interests	—	—			—	—			—		(328,920)		358,290		29,370		—		29,370
Net income attributable to noncontrolling interest	—	—			—	—			—		—		—		—		1,507		1,507
Net loss attributable to the Company	—	—			—	—			—		—		(83,294)		(83,294)		—		(83,294)
Balance, December 31, 2025	123,472,960	$	12		58,628,185	$	6		$	(33,525)	$	—	$	(721,457)	$	(754,964)	$	517	$	(754,447)

The accompanying notes are an integral part of these consolidated financial statements

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INTUITIVE MACHINES, INC.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2024		2023
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(346,922)	$	10,140
Net loss	$	(106,846)	$	(346,922)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,859		1,376
Depreciation and amortization	3,597		1,859
Bad debt expense (recovery)	440		(836)
Bad debt expense	3,431		440
Impairment of property and equipment	5,044		964
Impairment of property and equipment (Note 5)	—		5,044
Share-based compensation expense	8,798		4,273
Amortization of debt discount and issuance costs	982		—
Change in fair value of SAFE Agreements	—		2,353
Share-based compensation expense	8,609		8,798
Change in fair value of earn-out liabilities	~~120~~33,~~124~~369		~~(66~~120,~~252)~~124
Change in fair value of warrant liabilities	77(8,~~651~~384)		~~(15~~77,~~435)~~651
Loss on issuance of securities	93,136		6,729
Change in fair value of contingent consideration liabilities	1,854		—
Deferred income taxes	—		7
Loss on issuance of securities	—		93,136
Other	58		43
Deferred income taxes	3,926		—
Other	308		58
Changes in operating assets and liabilities:
Trade accounts receivable, net	~~(28~~30,~~319)~~334		(1428,~~743~~319)
Contract assets	~~(28~~22,~~102)~~389		~~490~~(28,102)
Prepaid expenses	(~~481~~5,966)		(~~1,435~~481)
Other assets, net	12,~~334~~503		1,~~165~~334
Accounts payable and accrued expenses	(12,~~228~~101)		14(1,~~091~~228)
Accounts payable – affiliated companies	(31,~~036~~027)		4(3,~~441~~036)
Contract liabilities – current and long-term	38(15,~~147~~809)		(938,~~841)~~147
Other liabilities	314,~~910~~513		173,~~191~~910
Net cash used in operating activities	(5714,~~587~~318)		(4557,~~279~~587)
Cash flows from investing activities:
Purchase of property and equipment	(1041,~~111~~634)		(2910,~~911~~111)
Net cash used in investing activities	(10,111)		(29,911)
Purchase of intangible assets	(63)		—
Acquisition of businesses, net of cash acquired	(14,883)		—
Net cash used in investing activities	(56,580)		(10,111)
Cash flows from financing activities:
Proceeds from Business Combination	—		8,055
Proceeds from issuance of convertible notes, net of discount	335,513		—
Proceeds from issuance of Series A Preferred Stock	—		26,000
Purchase of capped call transactions	(36,777)		—
Transaction costs	(9,370)		(9,371)
Payment of debt issuance costs	(929)		—
Proceeds from borrowings	10,000		—
Proceeds from issuance of securities	—		233,392
Repayment of loans	(18,000)		(12,000)
Transaction costs	—		(9,370)
Proceeds from issuance of securities	233,392		20,000
Warrants exercised	176,620		61,261
Member distributions	—		(7,952)
Redemption of warrants	(66)		—
Stock option exercises	300		—
Repurchase of Class A Common Stock	(20,700)		—
Forward purchase agreement termination	—		12,730
Proceeds from borrowings	—		10,000
Warrants exercised	61,261		16,124
Repayment of loans	—		(18,000)
Contributions from (distributions to) noncontrolling interests	(2,267)		686
Stock option exercises	—		300
Payment of withholding taxes from share-based awards	(2,529)		(348)
Distributions to noncontrolling interests	(2,236)		(2,267)
Net cash provided by financing activities	272,787		53,924
Payment of withholding taxes from share-based awards	(4,837)		(2,529)
Net increase (decrease) in cash, cash equivalents and restricted cash	205,089		(21,266)
Net cash provided by financing activities	446,588		272,787
Cash, cash equivalents and restricted cash at beginning of the period	4,560		25,826
Net increase in cash, cash equivalents and restricted cash	375,690		205,089
Cash, cash equivalents and restricted cash at end of the period	209,649		4,560
Cash, cash equivalents and restricted cash at beginning of the period	209,649		4,560
Less: restricted cash	2,042		62
Cash, cash equivalents and restricted cash at end of the period	585,339		209,649
Cash and cash equivalents at end of the period	$	207,607	$	4,498
Less: restricted cash	2,733		2,042
Supplemental disclosure of cash flow information
Cash and cash equivalents at end of the period	$	582,606	$	207,607
Cash paid for interest	$	408	$	1,919
Cash paid for taxes	$	613	$	35
Accrued capital expenditures	$	1,807	$	—
Noncash financing activities:
Transaction costs	$	—	$	15,074
SAFE Agreements	$	—	$	20,667
Class A Common Stock related to CEF (Note 8)	$	—	$	834
Issuance of Class C Common Stock related to earn-out awards (Note 8)	$	—	$	19,376
Conversion of Series A preferred stock (Note 8)	$	23,120	$	—
Preferred dividends	$	(896)	$	(2,343)

The accompanying notes are an integral part of these consolidated financial statements

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Consolidated Statements of Cash Flows (continued)

(In thousands)


	Year Ended December 31,
	2025		2024
Supplemental disclosure of cash flow information
Cash paid for interest	$	—	$	408
Cash paid for income taxes, net of income tax refunds	$	35	$	613
Accrued capital expenditures	$	6,815	$	1,807
Noncash investing activities:
Class A Common Stock issued in acquisition, at fair value	$	11,715	$	—
Contingent consideration assumed at acquisition, Class A Common Stock	$	3,499	$	—
Noncash financing activities:



Issuance of Class C Common Stock related to earn-out awards (Note 10)	$	167,525	$	—
Conversion of Series A preferred stock (Note 10)	$	—	$	23,120
Preferred dividends	$	(616)	$	(896)

The accompanying notes are an integral part of these consolidated financial statements

INTUITIVE MACHINES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS DESCRIPTION

Intuitive Machines, Inc. (formerly known as Inflection Point Acquisition Corp. or “IPAX”), collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) is a space technology, infrastructure, and services company that is contributing to the establishment of cislunar infrastructure and commerce. Cislunar encompasses objects in orbit in the Earth-Moon system and on the Lunar surface. We are focused on establishing the lunar infrastructure and basis for commerce to inform and sustain human presence off Earth. We believe our business is well positioned for continued growth and expansion as we scale these services. Our vision is that our infrastructure services enable our customers to focus on their unique contributions to create a thriving, diverse cislunar economy and expand the commercial space exploration marketplace. IM is currently headquartered in Houston, Texas.

Intuitive Machines, Inc. was a blank check company originally incorporated on January 27, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On September 24, 2021, IPAX consummated an initial public offering, after which its securities began trading on the Nasdaq Stock Market LLC (the “Nasdaq”).

IPAX Business Combination

On September 16, 2022, IPAX entered into a certain Business Combination Agreement (the “Business Combination Agreement”) by and between IPAX and Intuitive Machines, LLC, a Delaware limited liability company (formerly, a Texas limited liability company). On February 10, 2023, IPAX filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which IPAX was domesticated and continues as a Delaware corporation, changing its name to “Intuitive Machines, Inc.”

On February 13, 2023 (the “Closing Date”), Intuitive Machines, Inc. and Intuitive Machines, LLC consummated the previously announced business combination (the “Business Combination”) and related transactions (the “Transactions”) contemplated by the Business Combination Agreement. As a result of the Transactions, all of the issued and outstanding common units of Intuitive Machines, LLC were converted into common stock of Intuitive Machines, Inc. using an exchange ratio of 0.5562 shares of Intuitive Machines, Inc. common stock per each unit of Intuitive Machines, LLC Common Unit. In addition, Intuitive Machines, LLC’s share-based compensation plan and related share-based compensation awards were exchanged or converted, as applicable, into common stock of Intuitive Machines, Inc.

In connection with the Transactions, the Company was reorganized into an umbrella partnership C corporation (or “Up-C”) structure, in which substantially all of the assets and business of the Company are held by Intuitive Machines, LLC and continue to operate through Intuitive Machines, LLC and its subsidiaries. Intuitive Machines, Inc. is a holding company whose only material asset is its equity ownership interests of Intuitive Machines, LLC. While Intuitive Machines, LLC became a subsidiary of Intuitive Machines, Inc. and Intuitive Machines, Inc. was appointed as its managing member, Intuitive Machines, LLC was deemed to be the acquirer in the Business Combination for accounting purposes. Accordingly, the Business Combination was accounted for as a reverse recapitalization, in which case the consolidated financial statements of the Company represent a continuation of Intuitive Machines, LLC and the issuance of common stock in exchange for the net assets of Intuitive Machines, Inc. was recorded at historical cost with no recognition of goodwill or other intangible assets. Operations prior to the Business Combination are those of Intuitive Machines, LLC. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options were adjusted to reflect the Business Combination. The treatment of the Business Combination as a reverse recapitalization was based upon the pre-merger members of Intuitive Machines, LLC holding the majority of the voting interests of Intuitive Machines, Inc., Intuitive Machines, LLC’s existing management team serving as the initial management team of Intuitive Machines, Inc., Intuitive Machines, LLC’s appointment of the majority of the initial board of directors of Intuitive Machines, Inc., and the significance of Intuitive Machines, LLC’s operations prior to the Business Combination which represent the entirety of Company’s operations.

Beginning on February 14, 2023, the Company’s Class A Common Stock and warrants to purchase the Class A Common Stock at an exercise price of $11.50 per share (the “Warrants” as further defined in Note 911) began trading on Nasdaq under the symbols “LUNR” and “LUNRW,” respectively. On February 4, 2025, the Company announced the redemption of all of its outstanding publicly issued Warrants. In connection with the redemption, the Warrants ceased trading on the Nasdaq and were delisted, with the suspension of trading effective before the market opened on March 6, 2025. ~~Refer~~ ~~to Note 17 - Subsequent Events for more information on the redemption.~~

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements and related notes as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Our consolidated financial statements include the accounts of Intuitive Machines, ~~the~~KinetX ~~accounts~~Inc. of(“KinetX”), Space Network Solutions, LLC (“SNS” or “Space Network Solutions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not result in any changes to previously reported net income. The Company reclassed a certain amount to separate line item in the consolidated ~~balance~~statement ~~sheet~~of operations.

Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company did not opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. If the Company loses its EGC, it will qualify as a large accelerated filer based on its unaffiliated market capitalization, according to Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates.

The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment, and various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future reporting periods.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. See Note 1618 - Segment Information for additional disclosures on segment reporting.

Business Combination

The Company accounts for business combinations using the acquisition method of accounting, in accordance with ASC 805, “Business Combinations”. The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. The determination of estimated fair value requires the Company to make significant estimates and assumptions, such as future cash inflows and outflows, discount rates, and asset lives, among other items. During the measurement period, not to exceed one year from the acquisition date, the Company may record adjustments to the provisional amounts recognized for assets and liabilities assumed, with a corresponding adjustment to goodwill, to reflect new information about facts and circumstances that existed as of the acquisition date. For changes in the valuation of intangible assets identified during the measurement period, the related amortization is adjusted to reflect the revised values as if they had been recognized as of the acquisition date. Subsequent to the purchase price allocation period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is determined. See Note 3 for disclosures related to our recent acquisition.

Contingent Consideration

Under the terms of business combinations or asset acquisitions, we may be required to pay additional contingent consideration if specified future events occur or if certain conditions are met. In a business combination, in accordance with ASC 805, contingent consideration is recorded at fair value as of the acquisition date and classified as liabilities or equity. For contingent consideration classified as liabilities, we remeasure the contingent consideration at fair value each period with changes in fair value recorded in the statements of operations. With respect to contingent consideration that may be settled by issuance of shares of our Class A Common Stock, we account for the contingent consideration as a liability in

accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” and record the initial fair value of the contingent consideration based on our closing stock price on the acquisition date. Subsequent changes in fair value, driven by our Class A Common Stock price, are recorded in the statements of operations at each reporting date. Contingent consideration is classified as current or noncurrent in the consolidated balance sheets based on the contractual timing of future settlement. For additional information on the contingent consideration liabilities, see Note 3 - Acquisitions and Note 13 - Fair Value Measurements.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties.

The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $250,000 per account. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents.

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insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents.

The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis.

Major customers are defined as those individually comprising more than 10% of the Company’s total revenue. There was one major customer that accounted for 9078% and 7490% of the Company’s total revenue for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. As of December 31, ~~and~~2025, there were three major customers that accounted for 9049%, 23%, and 8011% of the accounts receivable balance, asand one major customer that accounted for 90% of ~~December 31,~~the ~~2024~~accounts ~~and~~receivable ~~2023,~~balance ~~respectively~~as of December 2024.

Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the ~~years~~year ended December 31, ~~2024~~2025, the Company had no major suppliers, and ~~2023~~for the year ended December 31, 2024, the Company had one major supplier representing 17% of goods and services purchased ~~for both periods~~. As of December 31, 2025 and 2024, there ~~were~~was ~~two~~one major ~~suppliers~~supplier representing 1411% and 8%one ofother ~~the~~major ~~accounts~~supplier ~~payable~~representing ~~balance.~~14%, ~~There~~respectively, ~~were~~of nothe accounts payable ~~balances associated with a major supplier as of December 31, 2023~~balance.

Liquidity and Capital Resources

The consolidated financial statements as of ~~December 31, 2024~~ and for the ~~years~~year ended December 31, ~~2024 and 2023~~2025, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

As of December 31, ~~2024~~2025, the Company had cash and cash equivalents of $~~207~~582.6 million and working capital of $~~194~~494.30 million. The Company ~~has~~invests ~~historically~~excess ~~funded its operations through internally generated~~ cash onin ~~hand~~highly liquid, ~~proceeds~~low ~~from~~risk ~~sales~~interest-bearing ofovernight ~~its~~sweep ~~capital~~and ~~stock~~demand ~~including~~deposit ~~the~~accounts ~~execution~~with ofmajor ~~SAFE~~financial ~~Agreements,~~institutions. ~~our At~~ The ~~Market~~Company ~~Offering~~has ~~Program~~historically ~~(the~~funded ~~“ATM~~its ~~Program”)~~operations ~~with~~through ~~Cantor~~internally ~~(as~~generated ~~described~~cash ~~below)~~on hand, ~~our~~proceeds ~~2024~~from ~~Offering~~sales ~~(as~~of ~~described~~its ~~below)~~capital stock, proceeds from warrant exercises, and proceeds from the issuance of bank debt. For the year ended December 31, 2024, the Company received approximately $294.7 million in gross proceeds from warrant exercises, sales of stock under the ATM program and 2024 Offering, and other equity transactions, as further described in Notes 8 and 9.

InOn ~~connection with the Business Combination as discussed in Notes 1 and 8~~February 27, ~~the Company entered into the Cantor Purchase Agreement~~2026, ~~pursuant to which~~ the Company ~~may~~completed ~~direct~~a ~~CFPI,~~definitive atsecurities ~~the Company’s discretion, to~~ purchase upagreement to(“Securities ~~the~~Purchase ~~lesser of (i~~Agreement”) ~~$50.0 million~~with ofcertain ~~newly~~institutional ~~issued~~investors ~~shares~~or oftheir ~~Class~~affiliates ~~A Common Stock and~~ (~~ii)~~collectively, the “~~exchange cap~~Investors”) ~~specified~~relating ~~therein, subject~~ to ~~certain customary conditions and limitations set forth in~~ the ~~agreement.~~issuance ~~The Cantor Purchase Agreement contractually terminated on September 1, 2024. Additionally, in April 2024, the Company~~ and ~~Cantor~~sale ~~entered~~to ~~into a Controlled Equity Offering Sales Agreement with Cantor acting as~~ the ~~Company’s~~Investors ~~exclusive sales agent for the sale~~ of ~~newly issued~~ shares of Class A Common Stock ~~for~~at ~~aggregate~~a ~~proceeds~~price upof to $~~100~~15.012 ~~million,~~per asshare ~~further~~for ~~described~~an inaggregate ~~Note~~purchase 8price ~~as the ATM Program. Pursuant to the ATM program, the Company raised approximately $97.5 million, net~~ of $2175.50 million ~~in transaction fees, during the second and third quarters of 2024~~.

InOn ~~December~~January 13, ~~2024~~2026, the Company completed anthe ~~underwritten~~acquisition ~~public offering~~ of ~~10,952,381~~100% ~~shares~~ of ~~its~~the ~~Class~~issued Aand ~~Common~~outstanding ~~Stock~~membership atinterests ~~a price to the public~~ of ~~$10.50~~Lanteris ~~per~~Space ~~share~~Holdings ~~(the~~LLC (“~~Public Offering~~Lanteris”), which included the full exercise of the underwriters’ option to purchase an additional 1,275,714 shares of Class A Common Stock from the Company. The Company also entered into an agreement with an accredited investor, pursuant to ~~which the Company sold to the investor 952,381 shares of its Class A Common Stock in~~ a ~~concurrent~~Membership ~~private~~Interest ~~placement~~Purchase atAgreement awith ~~purchase~~Vantor ~~price~~Holdings ~~per share equal to the Public Offering price per share of $10~~Inc.50 ~~(the~~Formerly ~~“Private~~Maxar ~~Offering”~~Space ~~together with the Public Offering~~Systems, ~~the~~Lanteris ~~“2024~~is ~~Offering”).~~a ~~The~~spacecraft ~~net~~manufacturer ~~proceeds~~serving tonational ~~the Company from the 2024 Offering~~security, ~~after~~commercial ~~deducting transaction costs of $6.5 million, were approximately $116.9 million.~~

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~~Table~~and civil customers. The aggregate consideration transferred at closing was approximately $705.8 million, consisting of ~~Contents~~$403.3 million in cash and 22,991,028 shares of the Company’s Class A Common Stock valued at $283.7 million. In addition, the Company issued approximately 1,518,163 shares of Class A Common Stock valued at $18.7 million for retention and transaction bonuses, assumed indebtedness and funded obligations of approximately $134.9 million, and incurred transaction expenses of $11.7 million. The Company funded the cash portion of the purchase price using cash on hand. See Note 19 - Subsequent Events for additional information on this acquisition.

AsOn ~~further~~October ~~described~~1, ~~in Note 17 - Subsequent Events~~2025, the Company ~~announced~~completed onthe ~~February 4,~~stock ~~2025,~~purchase ~~the~~agreement ~~redemption~~to ofacquire ~~all~~100% of ~~its~~the ~~outstanding~~issued ~~warrants~~and ~~(the~~outstanding ~~Public~~capital ~~Warrants~~stock ~~and~~of ~~Private~~KinetX, ~~Warrants~~Inc as(“KinetX”). ~~defined~~KinetX inis ~~Note~~a 9privately-held, ~~collectively~~Arizona-based ~~the~~aerospace ~~“Warrants”)~~company ~~and~~with ~~Warrants~~more ~~remaining~~than ~~unexercised~~30 asyears of ~~March 6~~experience delivering flight-proven, ~~2025~~deep-space ~~(the~~navigation, ~~“Redemption~~systems ~~Date”)~~engineering, ~~will~~ground besoftware, ~~redeemed~~and byconstellation ~~the~~mission ~~Company~~design ~~for~~to $0the U.01S. ~~per~~government ~~Warrant. During~~and ~~the~~international ~~first~~customers. ~~quarter~~The ofconsideration ~~2025,~~for the ~~Company~~acquisition ~~received~~totaled approximately $~~176~~31.63 million, inconsisting ~~gross~~of ~~proceeds~~cash ~~from~~consideration ~~the~~of ~~Warrant~~$15.0 ~~exercises~~million ofplus ~~15,358,229~~$1. On1 ~~the~~million ~~Redemption~~for ~~Date~~transaction costs and other adjustments, aand ~~total~~the issuance of 61,~~571~~104,~~724~~178 ~~Warrants~~shares ~~remained~~of ~~unexercised and~~ the Company’s ~~redeemed~~Class ~~those~~A ~~Warrants~~Common ~~for~~Stock anvalued ~~aggregate~~at ~~redemption~~$11.7 million based on the acquisition date closing stock price of $~~66 thousand~~10. In61. ~~connection~~Approximately ~~with~~329,827 ~~the~~shares ~~Warrant~~of ~~Redemption~~Class A Common Stock, awas ~~warrant~~held ~~holder~~back ~~agreed~~in escrow to ~~exercise~~fund 1post-closing adjustments,~~800,000~~ ofin the ~~Public~~amount ~~Warrants~~of $3.5 million, ~~and~~based on the ~~Company~~acquisition ~~agreed~~date toclosing ~~repurchase~~stock ~~941,080~~price. ~~shares~~The ofCompany funded the ~~Company’s~~cash ~~Class~~consideration Ausing ~~Common~~cash ~~Stock~~on hand. See Note 3 - Acquisitions for anmore ~~aggregate~~information ~~purchase~~on ~~price~~the acquisition of ~~$20~~KinetX.~~7 million.~~

~~Management~~On ~~believes~~August 18, ~~that~~2025, the ~~cash~~Company ~~and~~issued ~~cash~~$345.0 ~~equivalents~~million asaggregate principal amount of ~~December 31~~2.500% convertible senior notes due 2030 (the “Convertible Notes”). The Convertible Notes are general, ~~2024~~unsecured ~~and~~obligations of the ~~additional~~Company ~~liquidity~~and ~~provided~~bear byinterest ~~subsequent~~at ~~equity~~a ~~transactions~~fixed ~~(discussed~~rate ~~above)~~of 2.500% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Convertible Notes will bemature ~~sufficient~~on toOctober 1, ~~fund~~2030, unless earlier converted, redeemed, or repurchased. The net proceeds of the ~~short-term~~Convertible ~~liquidity~~Notes ~~needs~~were $334.6 million after deducting the initial purchasers’ discount and commissions and the ~~execution~~offering ofexpenses payable by the ~~business~~Company. ~~plan~~We ~~through~~used atapproximately ~~least~~$36.8 million of the ~~twelve-month~~net ~~period~~proceeds ~~from~~to pay the ~~date~~cost of the ~~financial~~capped ~~statements~~call ~~are~~transactions ~~issued~~(as further defined in Note 8 - Debt). For further information on the Convertible Notes refer to Note 8 - Debt.

On March 4, 2025, the Company entered into a loan and security agreement with Stifel Bank which provides for a secured revolving credit facility in an aggregate principal amount of up to $40.0 million. As of December 31, 2025, the revolving credit facility remains unborrowed. Subsequently, on January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the loan agreement, pursuant to which Stifel Bank consented to the acquisition of Lanteris (as discussed in Note 19 - Subsequent Events) while halting any borrowing and covenant obligations by the Company under the revolving credit facility. See Note 8 - Debt for additional information on this loan and security agreement.

Management believes that the cash and cash equivalents as of December 31, 2025 and the liquidity provided under the Securities Purchase Agreement and Convertible Notes, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.

Cash and Cash Equivalents

The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account.

Transaction Costs

Business ~~Combination~~Acquisitions

Transaction costs consists of direct legal, consulting, audit and other fees related to the ~~consummation~~business acquisitions of ~~the~~KinetX ~~Business Combination~~ and ~~related~~Lanteris ~~transactions~~ as ~~described~~ further indescribed ~~Note~~herein 1.this ~~These~~footnote ~~costs~~under ~~were~~Liquidity ~~initially capitalized as incurred~~ and ~~recorded~~Capital asResources, ~~prepaid expenses in our consolidated balance sheets~~ and ~~totaled~~Notes ~~$5.~~3 ~~million as of December 31, 2022. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger~~ and ~~recorded as an offset in additional paid-in capital upon consummation of the transactions~~19. ~~Total~~For ~~transaction costs charged to additional paid in capital were approximately $24.4 million during~~ the year ended December 31, 2023. Approximately, $9.4 million in transaction costs were paid by Intuitive Machines, LLC during the year ended December 31, 2023. The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination.

ended December 31, 2025, transaction costs incurred related to acquisitions totaled approximately $10.8 million and was recorded to general and administrative expenses in our statement of operations.

Issuance of Securities

Transaction costs related to various agreements for the issuance of securities (as further described in Note 810), includes direct legal, broker, accounting and other fees. Transaction costs related to these activities totaled approximately $9.4 million for the year ended December 31, 2024, recorded as an offset in additional paid-in capital in our consolidated balance sheets. ~~and~~No ~~approximately~~transaction ~~$1.4~~costs ~~million~~related ~~for~~to the ~~year~~issuance ~~ended~~of ~~December 31,~~securities ~~2023,~~were ~~charged~~incurred toduring ~~general~~the ~~and~~year ~~administrative~~ended ~~expenses~~December in31, ~~our statement of operations~~2025.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable isconsists ~~recorded~~of atbilled ~~the invoiced amount~~ and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected.

The following table provides a roll-forward of the Company’s allowance for credit losses (in thousands):


	Year Ended December 31,
	2025		2024
Balance, beginning of year	$	—	$	—
Provision for credit losses, net	3,431		440
Write-offs	(136)		(440)
Balance, end of year	$	3,295	$	—

Prepayments and Other Current Assets

Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments.

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Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction-in-process.

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:


Asset						Useful Life
Leasehold improvements						1 – 12 years
Vehicles and trailers						3 – 5 years
Computers and software						3 years
Furniture and fixtures						5 years
Machinery and equipment						3 – 7 years

Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying consolidated statements of operations.

Long-Lived Assets

Long-lived assets consist of property and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of the long-lived asset may not be recoverable. Recoverability is measured by comparing the carrying value of a long-lived asset to the future undiscounted cash flows that the long-lived asset is expected to generate from use and eventual disposition. An impairment loss will be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. For the year ended December 31, 2024, we recorded impairment charges of approximately $5.0 million within our consolidated statements of operations associated with construction in progress of certain assets under development by a third part subcontractor that were not in compliance according to the specifications under contract. For the year ended December 31, 2023, we recorded impairment charges of $1.0 million within the consolidated statements of operations associated with leasehold improvements and furniture and fixtures in connection with our previous corporate headquarters. See Note 45 for further discussion of our impairment losses on property and equipment.

Goodwill and Intangible Assets

Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The carrying value of goodwill is subject to an annual impairment test, which we will perform during the fourth quarter of the fiscal year. Impairment tests may also be triggered by any significant events or changes in circumstances affecting our business.

We currently have one reporting unit which encompasses all operations including new acquisitions. In performing our annual goodwill impairment test, we will perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill. The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization, and other relevant qualitative factors. If the qualitative factors indicate a potential impairment, we compare the fair value of our reporting unit to the carrying value of our reporting unit. If the fair value is less than its carrying value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill.

Our intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized on a straight-line basis over their estimated useful lives. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that an impairment may exist. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying values. See Note 6 for additional information on goodwill and intangible assets.

Earn-Out Liabilities

Unvested earn out units of Intuitive Machines, LLC (“Earn Out Units”) are classified as liability transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the consolidated statement of operations. Upon issuance and release of the shares after each Triggering Event ~~(as defined below)~~ is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to shareholders’ equity (deficit) on the consolidated balance sheet. As of the Closing Date, the Earn Out Units had a fair value of $99.7 million. As a result of the OMES III Contract award by the National Aeronautics and Space Administration (“NASA”) in May 2023, Triggering Event I ~~(as defined below)~~ under the earn out agreement vested resulting in the issuance of 2,500,000 shares of Intuitive Machines Class C common stock, par value $0.0001 per share (the “Class C Common Stock”) with a fair value of approximately $19.4 million to the applicable Intuitive Machines, LLC Members resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit. As ofIn ~~December 31~~February 2025, ~~2024~~the Triggering Events II-A and III were met, resulting in the ~~remaining~~issuance ~~Earn~~of ~~Out~~5,000,000 ~~Units~~and ~~had~~2,500,000, arespectively, shares of Class C Common Stock with an aggregate fair value of approximately $~~134~~167.25 million, resulting in a reduction to earn-out liabilities and an increase to shareholders’ deficit. See Note 1113 - Fair Value Measurements for additional information related to the changes in fair value onand conversions to equity of the earn-out liabilities. As of December 31, 2025, all of the Earn Out Units have vested and the earn-out liabilities no longer exist.

Triggering Events

The 10,000,000 Earn Out Units received by the applicable Intuitive Machines, LLC Members related to the Business Combination (discussed in Note 1) are subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones (each, a “Triggering Event”):

(i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”);

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(ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-A”);

(iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-B”) and;

(iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of the Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved.

“Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date.

Subsequent Earn Out Events

In February 2025, the remaining Earn Out Units vested due to Triggering Events II-A and III (as defined above) under the earn out agreement resulting in the issuance of 5,000,000 and 2,500,000, respectively, shares of Intuitive Machines’ Class C Common Stock. See Note 17 - Subsequent Events for additional information related to these earn out events.

The Series A Investment

Concurrently with the execution of the Business Combination Agreement (as described in Note 1), Intuitive Machines, Inc. entered into the Series A Purchase Agreement with Kingstown 1740 Fund, LP (an existing security holder of Intuitive Machines, Inc. and an affiliate of IPAX’s sponsor, Inflection Point Holdings LLC (the “Sponsor”) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines, LLC founder) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, Intuitive Machines, Inc. agreed to issue and sell to the Series A Investors (i) an aggregate of 26,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) which will be convertible into shares of Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and (ii) warrants to purchase 541,667 shares of Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment (the “Preferred Investor Warrants”).

In conjunction with the closing of the Business Combination, the Company received proceeds of $26.0 million and issued 26,000 shares of Series A Preferred Stock and 541,667 Preferred Investor Warrants. The Series A Preferred Stock and Preferred Investor Warrants each represent freestanding financial instruments. The Series A Preferred Stock is not a mandatorily redeemable financial instrument and is redeemable at the option of the Series A Investors. The Series A Preferred Stock was recorded as Series A preferred stock subject to possible redemption and classified as temporary equity pursuant to ASC 480-10-S99. The Preferred Investor Warrants were classified as equity. The $26.0 million in proceeds received were allocated to the Series A Preferred Stock and Preferred Investor Warrants based on the relative fair value of the instruments at closing. See Note 8 for additional information on the Series A Preferred Stock and Note 9 for additional information on the Series A Preferred Warrants.

received were allocated to the Series A Preferred Stock and Preferred Investor Warrants based on the relative fair value of the instruments at closing. See Note 10 for additional information on the Series A Preferred Stock and Note 11 for additional information on the Preferred Investor Warrants.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms pursuant to the guidance of ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Liability classified warrants are valued using a Black-Scholes-Merton model at issuance and for each reporting period when applicable.

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Lease Liabilities and Right-of-Use Assets

We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, none of our lease liabilities were determined using implicit rates. Certain leases include provisions for the renewal or termination. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and non-lease components of a contract. Operating and finance ROU assets, and operating and finance lease liabilities are presented within our consolidated balance sheet. See Note 57 - Leases for further disclosures and information on leases.

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade accounts receivables, accounts payables, amounts receivable or payable to related parties and long-term debt. The carrying amount of cash and cash equivalents, trade accounts receivables, accounts payables and receivables and payables from affiliates approximates fair value because of the short-term nature of the instruments. The fair value of debt approximates its carrying value because the cost of borrowing fluctuates based upon market conditions.

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:

•Level 1: Quoted prices for identical instruments in active markets.

•Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

•Level 3: Significant inputs to the valuation model are unobservable.

Redeemable Noncontrolling Interests

Noncontrolling interests represent the portion of Intuitive Machines, LLC that Intuitive Machines, Inc. controls and consolidates but does not own. The noncontrolling interests was created as a result of the Business Combination and represents 68,150,754 common units issued by Intuitive Machines, LLC to the prior investors. As of the Close of the Business Combination, Intuitive Machines, Inc. held an 18.8% interest in Intuitive Machines, LLC, with the remaining 81.2% interest held by Intuitive Machines, LLC’s prior investors. As of December 31, ~~2024~~2025, Intuitive Machines, Inc. held an 6467.54% interest in Intuitive Machines, LLC with the remaining 3532.56% interest held by the prior investors. The prior investors’ interests in Intuitive Machines, LLC represents a redeemable noncontrolling interest. At its discretion, the members have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Intuitive Machines Class C Common Stock in Intuitive Machines) for either shares of Class A Common Stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. Any redemption of Intuitive Machines, LLC Common Units in cash must be funded through a private or public offering of Class A Common Stock and ~~is subject to the Board’s approval. As of December 31, 2024, the prior investors of Intuitive Machines, LLC hold the majority of the voting rights on the Board.~~

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within the Company’s control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at the Intuitive Machines, LLC prior investors’ share in the net assets of the Company upon consummation of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in capital of Intuitive Machines. Remeasurements of the Company’s redeemable 67

66is subject to the Board’s approval. As of December 31, 2025, the prior investors of Intuitive Machines, LLC hold the majority of the voting rights on the Board.

~~Table~~As the redeemable noncontrolling interests are redeemable upon the occurrence of ~~Contents~~an event that is not solely within the Company’s control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at the Intuitive Machines, LLC prior investors’ share in the net assets of the Company upon consummation of the Business Combination. Subsequent remeasurements of the Company’s redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in capital of Intuitive Machines. Remeasurements of the Company’s redeemable noncontrolling interests are based on the fair value of our Class A Common Stock. See Note 10 - Mezzanine Equity and Equity for additional information related to the redeemable noncontrolling interests.

noncontrolling interests are based on the fair value of our Class A Common Stock. See Note 8 - Mezzanine Equity and Equity for additional information related to the redeemable noncontrolling interests.

General and Administrative Expense

General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs; and research and development. Human capital expenses primarily include salaries and benefits. Research and development (“R&D”) represents costs incurred for the Company’s continued enhancements of our landers, lunar data network, other space systems, and also for the development and innovation of our proprietary technology platforms. R&D costs primarily include engineering personnel salaries and benefits, subcontractor costs, materials and supplies, and other related expenses.

Revenue Recognition

Most of our revenue is from long-term contracts associated with the engineering services for the research, design, development, manufacturing, integration and sustainment of advanced technology aerospace systems. Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when and as our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of services to the customer. For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices.

Contract Combination

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability.

Contract Types

The Company performs work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials or a combination of the three. Pricing for all customers is based on specific negotiations with each customer.

For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., weekly, biweekly, or monthly) or upon achievement of contractual milestones.

when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., weekly, biweekly, or monthly) or upon achievement of contractual milestones.

Contract Costs

Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer-furnished materials are included in both contract revenue and cost of revenue when management concludes that the company is acting as a principal rather than as an agent. Revenue for uninstalled materials is recognized when the cost is incurred and control is transferred to the customer, which revenue is recognized using the cost-to-cost method. Certain costs associated with significant long-term service arrangements are capitalized and amortized across the life of the contract. Capitalized contract costs primarily relate to prepaid pre-launch integration and engineering services and launch services subcontracted with a third party. Pre-launch integration and engineering services and launch services are capitalized and amortized over the term of the contract on a systematic basis that is consistent with the transfer of the goods and services to our end customer. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Costs to obtain a contract are expensed as incurred unless they are expected to be recovered from the customer.

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cost-to-cost method. Certain costs associated with significant long-term service arrangements are capitalized and amortized across the life of the contract. Capitalized contract costs primarily relate to prepaid pre-launch integration and engineering services and launch services subcontracted with a third party. Pre-launch integration and engineering services and launch services are capitalized and amortized over the term of the contract on a systematic basis that is consistent with the transfer of the goods and services to our end customer. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Costs to obtain a contract are expensed as incurred unless they are expected to be recovered from the customer.

Variable Consideration

It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us.

Contract Estimates and Modifications

Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimate at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenue and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over time using the cost-to-cost method.

We typically recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified.

Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications prospectively when the modification results in the promise to deliver additional goods or services that are distinct and the increase in price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification.

Unbilled Receivables and Deferred Revenue

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost method. Unbilled receivables (contract assets) include unbilled amounts typically resulting from revenue under long-term contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Deferred revenue (contract liabilities) consists of advance payments and billings in excess of revenue recognized. Our unbilled receivables and deferred revenue are reported in a net position on a contract-by-contract basis at the end of each reporting period.

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The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation.

Government Grants

From time to time, the Company may be awarded government grants. U.S. GAAP does not have specific accounting standards covering government grants to business entities. The Company applies International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for government grants. Under IAS 20, government grants or awards are initially recognized when there is reasonable assurance the conditions of the grant or award will be met and the grant or award will be received. After initial recognition, government grants or awards are recognized as income under revenue within the statement of operations on a systematic basis in a manner consistent with the manner in which the Company recognizes the underlying costs included in the cost of revenue within the statement of operations for which the grant or award is intended to compensate. A grant receivable is recognized for expenses incurred but for which grant funding has not yet been received. The Company follows ASC 832, Disclosures by Business Entities about Government Assistance, with respect to the disclosures of governmental grants or awards. See Note 4 - Revenue for further discussion on government grants.

Income Taxes

Intuitive Machines, Inc. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. Intuitive Machines, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay United States federal income tax. Instead, the Intuitive Machines, LLC unitholders, including Intuitive Machines, Inc., are liable for U.S. federal income tax on their respective shares of Intuitive Machines, LLC’s taxable income. Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes.

We use the asset and liability method of accounting for income taxes for the Company. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded.

The Company follows the guidance of ASC Topic 740, Income Taxes. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. The open tax years for the tax returns generally include ~~2020~~2022 through ~~2022~~2024 for state and federal reporting purposes.

Tax Receivable Agreement

In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into a Tax Receivable Agreement (the “TRA”) with Intuitive Machines, LLC and certain Intuitive Machines, LLC members (the “TRA Holders”). Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain tax attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc., (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of Intuitive Machines, Inc., and not that of Intuitive Machines, LLC. See Note 7 - Income taxes for additional information on the TRA liability.

deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of Intuitive Machines, Inc., and not that of Intuitive Machines, LLC. See Note 9 - Income Taxes for additional information on the TRA liability.

Earnings (Loss) Per Share (“EPS”)

The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of Class A Common Stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where a net loss has been reported.

Prior to the Business Combination, the membership structure of Intuitive Machines, LLC included membership units. In conjunction with the closing of the Business Combination, the Company effectuated a recapitalization whereby all membership units were converted to common units of Intuitive Machines, LLC, and Intuitive Machines, Inc. implemented a revised class structure including Class A Common Stock having one vote per share and economic rights, Class B Common Stock having one vote per share and no economic rights, and Class C Common Stock having three votes per share and no economic rights. The Company has determined that the calculation of loss per unit for periods prior to the Business Combination would not be meaningful to the users of these consolidated financial statements. As a result, loss per share information has not been presented for periods prior to the Business Combination on February 13, 2023.

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Share-Based Compensation

We recognize all share-based awards to employees and directors as share-based compensation expense based upon their fair values on the date of grant.

We estimate the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes-Merton option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our share price. We recognize the share-based compensation expense over the requisite service period using the straight-line method for service condition only awards, which is generally a vesting term of five years. Forfeitures are accounted for in the period in which they occur and reverses any previously recognized compensation cost associated with forfeited awards.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For public business entities, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continue to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company isadopted ~~assessing~~ the ~~potential~~new ~~impact~~standard as of ~~adopting~~January 1, 2025 and has applied this standard prospectively in the ~~ASU~~financial statements. The adoption of this standard did not have a material impact on ~~its~~the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the standard on the presentation of its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard became effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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Other Current Liabilities

As of December 31, 2024 and 2023, other current liabilities consisted of the following (in thousands):

	December 31,2024		December 31,2023
Payroll accruals	$	10,274	$	2,553
Income tax payable	43		20
Professional fees accruals	960		832
Commercial insurance financing	—		493
Commitment shares liability (see Note 8)	—		755
Other accrued liabilities	212		94
Other current liabilities	$	11,489	$	4,747

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