Advent entities and Vantor (LUNR) disclose 22.99M Intuitive Machines shares

Rhea-AI Filing Summary

Intuitive Machines, Inc. (LUNR) insider ownership: a group of affiliated investment entities has disclosed a large existing stake in the company. The filing reports that Vantor Holdings Inc. indirectly holds 22,991,028 shares of Class A common stock, reported as indirectly owned. Vantor is indirectly owned 100% by Galileo TopCo, Inc., while Advent International, L.P. and its general partner Advent International GP, LLC indirectly hold 78% of the equity in Galileo and Vantor and are therefore treated as controlling and beneficially owning these shares, subject to a disclaimer of beneficial ownership except to the extent of any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2026

3. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	22,991,028	I	See foornote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GP, LLC

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Vantor Holdings Inc.

(Last) (First) (Middle)

1300 W. 120TH AVE.

(Street)

WESTMINSTER CO 80234

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities are directly held by Vantor Holdings Inc. ("Vantor"), which is indirectly owned 100% by Galileo TopCo, Inc. ("Galileo"). Advent International, L.P., and its general partner, Advent International GP, LLC, indirectly hold 78% of the equity in Galileo and Vantor and as such, control and beneficially own the reported securities directly held by Vantor, but disclaim such beneficial ownership, except to the extent of their pecuniary interests therein, if any.

Remarks:

EDGAR filing codes for Galileo were not yet available at the time of this filing but, as an indirect holder of the reported securities, Galileo is intended and deemed to be included as a Reporting Person on this Form 3.

	ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	01/23/2026
	ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	01/23/2026
	VANTOR HOLDINGS INC., By: /s/ Laurie Korneffel, Name: Laurie Korneffel, Title: Corporate Secretary	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Intuitive Machines (LUNR) shares are reported on this Form 3?

The filing reports 22,991,028 shares of Intuitive Machines Class A common stock as indirectly beneficially owned.

Who directly holds the reported Intuitive Machines (LUNR) shares?

The 22,991,028 Class A shares are directly held by Vantor Holdings Inc., according to the footnote.

What is Advent International’s relationship to the Intuitive Machines (LUNR) shares?

Advent International, L.P. and Advent International GP, LLC indirectly hold 78% of the equity in Galileo and Vantor and are treated as controlling and beneficially owning the shares, while disclaiming beneficial ownership except for any pecuniary interests.

Why is this filing classified as a 10% owner Form 3 for LUNR?

The entities Advent International, L.P., Advent International GP, LLC, and Vantor Holdings Inc. are each identified as a 10% owner of Intuitive Machines, based on the reported share position.

Does this Form 3 show a new purchase of Intuitive Machines (LUNR) stock?

The Form 3 describes a holding of 22,991,028 Class A shares as of 01/13/2026; it reports beneficial ownership rather than a specific purchase or sale transaction.

Which entities are listed as reporting persons in this Intuitive Machines (LUNR) Form 3?

The reporting persons are Advent International, L.P., Advent International GP, LLC, and Vantor Holdings Inc., each shown as a 10% owner.