Intuitive Machines raises $175M in stock sale

Intuitive Machines, Inc. completed a private sale of Class A common stock to institutional investors, raising $175 million.

Rhea-AI Filing Summary

Intuitive Machines, Inc. completed a private sale of Class A common stock to institutional investors, raising $175 million. The shares were priced at $15.12 per share, providing new equity capital to the company.

On the same date, the company entered into a Registration Rights Agreement with the investors. It must file a registration statement to allow resale of these shares by April 1, 2026, giving investors a path to sell their stock in the public market once registered.

Insights

Equity capital markets analyst

Intuitive Machines raised $175M via a private common stock sale.

Intuitive Machines issued Class A common shares to institutional investors at $15.12 per share for an aggregate purchase price of $175 million. This is a sizable equity financing that increases cash resources but also expands the share count.

The company signed a Registration Rights Agreement requiring it to file a resale registration statement for these shares by April 1, 2026. Once effective, investors will be able to resell their stock in the public market, and actual market impact will depend on the timing and scale of any such sales.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Intuitive Machines (LUNR) announce in this 8-K filing?

Intuitive Machines completed a private sale of Class A common stock to institutional investors, raising $175 million at $15.12 per share. The transaction was executed under a Securities Purchase Agreement dated February 25, 2026, and closed on February 27, 2026.

How much capital did Intuitive Machines (LUNR) raise and at what price?

The company raised an aggregate purchase price of $175 million by issuing Class A common stock at $15.12 per share. This represents a significant equity financing from institutional investors and their affiliates led by global institutional investors.

Who bought the new Intuitive Machines (LUNR) shares?

The shares were purchased by certain institutional investors or their affiliates, collectively referred to as the investors. The filing notes the group was led by global institutional investors, indicating participation from large professional investment firms rather than retail buyers.

What is the Registration Rights Agreement mentioned by Intuitive Machines?

On the closing date, Intuitive Machines entered into a Registration Rights Agreement with each investor. This agreement requires the company to file a registration statement to register the issued shares for resale, providing a mechanism for investors to sell their stock in the public market.

When must Intuitive Machines (LUNR) file the resale registration statement?

The Registration Rights Agreement requires Intuitive Machines to file a registration statement for the resale of the issued common stock no later than April 1, 2026. This deadline defines when investors can expect progress toward registered liquidity for their shares.

Which agreements govern Intuitive Machines’ $175 million stock sale?

The transaction is governed primarily by a Securities Purchase Agreement dated February 25, 2026, and a Registration Rights Agreement entered on February 27, 2026. The Registration Rights Agreement form is filed as Exhibit 10.1, providing detailed terms for registering the investors’ resale shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/27/2026 - 04:40 PM Learn about SEC filing dates

TX false 0001844452 0001844452 2026-02-27 2026-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2026

Intuitive Machines, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40823		36-5056189
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13467 Columbia Shuttle Street

Houston Texas 77059

(Address of Principal Executive Offices) (Zip Code)

(281) 520-3703

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		LUNR		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On February 27, 2026 (the “Closing Date”), Intuitive Machines, Inc. (the “Company”), a Delaware corporation, completed the previously announced issuance and sale of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at a price of $15.12 per share for an aggregate purchase price of $175 million to certain institutional investors or their affiliates (collectively, the “Investors”) led by global institutional investors pursuant to the terms of the Securities Purchase Agreement, dated as of February 25, 2026 (the “Purchase Agreement”). As contemplated by the Purchase Agreement, on the Closing Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with each of the Investors. The Registration Rights Agreement requires the Company to file a registration statement registering the shares of Common Stock issued to the Investors for resale no later than April 1, 2026. For a description of the terms of the Purchase Agreement and the Registration Rights Agreement, refer to the Company’s Current Report on Form 8-K, filed on February 25, 2026, which descriptions are incorporated herein by reference.

Such descriptions do not purport to be complete and, in the case of the Registration Rights Agreement, is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, the form of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Registration Rights Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 65.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB