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Intuitive Machines, Inc. (LUNR) is the issuer of the Class A common stock for which Advent International, L.P., Advent International GP, LLC and Galileo TopCo, Inc. report beneficial ownership of 11,495,514 shares, or 6.64% of the class. The reporting persons list shared voting and dispositive power over the shares and zero sole voting and dispositive power. The percentage is calculated using 173,231,343 shares outstanding as of August 6, 2026.
Galileo directly holds the shares following a distribution for no consideration from its wholly owned subsidiary, Vantor Holdings Inc. The Advent entities indirectly hold 78% of Galileo’s equity and may be deemed to have voting and dispositive power over Galileo’s shares. The reporting persons state that their report is not an admission of beneficial ownership and expressly disclaim such beneficial ownership.
Key Figures
Beneficially owned shares:11,495,514 sharesPercentage of class:6.64%Common Stock outstanding:173,231,343 shares+1 more
4 metrics
Beneficially owned shares11,495,514 sharesReported by each reporting person
Percentage of class6.64%Calculated using shares outstanding as of August 6, 2026
Common Stock outstanding173,231,343 sharesAs of August 6, 2026
Galileo equity held indirectly78%Held by the Advent Entities
"Aggregate Amount Beneficially Owned by Each Reporting Person"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerregulatory
"Shared Voting Power 11,495,514.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerregulatory
"Shared Dispositive Power 11,495,514.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Rule 13d-4regulatory
"Pursuant to Rule 13d-4 of the Act"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many LUNR shares do Advent and Galileo report beneficially owning?
The reporting persons list 11,495,514 shares, equal to 6.64% of the class. The percentage uses 173,231,343 shares outstanding as of August 6, 2026.
Who directly holds the reported LUNR shares?
Galileo TopCo, Inc. directly holds the 11,495,514 shares after receiving them in a distribution for no consideration from its wholly owned subsidiary, Vantor Holdings Inc. Advent International, L.P. and Advent International GP, LLC indirectly hold 78% of Galileo’s equity.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Intuitive Machines, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
46125A100
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
46125A100
1
Names of Reporting Persons
Advent International, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,495,514.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,495,514.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,495,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.64 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percent of class is calculated based on 173,231,343 shares of Common Stock outstanding as of August 6, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
46125A100
1
Names of Reporting Persons
Advent International GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,495,514.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,495,514.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,495,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.64 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percent of class is calculated based on 173,231,343 shares of Common Stock outstanding as of August 6, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
46125A100
1
Names of Reporting Persons
Galileo TopCo, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,495,514.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,495,514.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,495,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.64 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The percent of class is calculated based on 173,231,343 shares of Common Stock outstanding as of August 6, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 13, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Intuitive Machines, Inc.
(b)
Address of issuer's principal executive offices:
13467 Columbia Shuttle Street, Houston, TX 77059
Item 2.
(a)
Name of person filing:
This Statement is filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Advent International, L.P., a Delaware limited partnership ("Advent LP");
(ii) Advent International GP, LLC, a Delaware limited liability company ("Advent GP," and together with Advent LP, the "Advent Entities"); and
(iii) Galileo TopCo, Inc., a Delaware corporation ("Galileo").
(b)
Address or principal business office or, if none, residence:
The principal business address of the Advent Entities is c/o Advent International, L.P., Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199.
The principal business address of Galileo is 1300 W. 120th Ave., Westminster, CO 80234.
(c)
Citizenship:
See response to row 4 on each cover page hereto.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
46125A100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to row 9 on each cover page hereto.
The reported securities are directly held by Galileo after giving effect to a distribution for no consideration of all of the reported securities by its wholly owned subsidiary, Vantor Holdings Inc. The Advent Entities indirectly hold 78% of the equity in Galileo and, as such, control and beneficially own the reported securities directly held by Galileo. Accordingly, the Advent Entities, and Advent GP as the general partner of Advent LP, may be deemed to have voting and dispositive power over the reported securities directly held by Galileo.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered by this Statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
(b)
Percent of class:
See response to row 11 on each cover page hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to row 5 on each cover page hereto.
(ii) Shared power to vote or to direct the vote:
See response to row 6 on each cover page hereto.
(iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on each cover page hereto.
(iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on each cover page hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Advent International, L.P.
Signature:
/s/ Neil Crawford
Name/Title:
Neil Crawford / Senior Director, Fund Administration of Advent International GP, LLC, its General Partner
Date:
11/10/2026
Advent International GP, LLC
Signature:
/s/ Neil Crawford
Name/Title:
Neil Crawford / Senior Director, Fund Administration
Date:
11/10/2026
Galileo TopCo, Inc.
Signature:
/s/ Laurie Korneffel
Name/Title:
Laurie Korneffel / Corporate Secretary
Date:
11/10/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of November 10, 2026, by and among the Reporting Persons.
