[8-K] Intuitive Machines, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Intuitive Machines announced a proposed private offering of convertible senior notes due 2030 to qualified institutional buyers and stated its intention to enter into capped call transactions in connection with the offering. The filing attaches a press release as an exhibit.

This notice does not include offering size, pricing, conversion terms, expected use of proceeds, or other economic details; it also states that neither the filing nor the press release constitutes an offer to sell or a solicitation to buy the securities.

Positive

• Proposed capital raise via convertible senior notes due 2030 indicates access to financing options
• Intended capped call transactions show the company plans to use derivative tools alongside the notes

Negative

• No offering size, pricing, or conversion terms disclosed, limiting investors' ability to assess impact
• Potential for equity dilution and increased leverage exists given convertible securities, though terms are not provided

Insights

Fixed Income / Capital Markets Analyst

TL;DR: Company intends to raise capital via convertible senior notes due 2030 and will use capped calls alongside the notes.

The filing announces a proposed Rule 144A private offering of convertible senior notes due 2030 to qualified institutional buyers and the company's intent to enter into capped call transactions. This is a capital-raising move that may be material to liquidity and capital structure. The lack of disclosed offering size, coupon, conversion rate, or use of proceeds limits immediate analysis. The capped call intention suggests management is considering mechanisms to manage share issuance economics, but specific hedge structure and potential offset to dilution are not provided in the filing. Impactful in that it changes the company's potential future leverage and equity dilution profile, but material consequences depend on undisclosed terms.

Corporate Finance / Securities Expert

TL;DR: Routine but material financing disclosure; key economics are missing, so investor effects are unclear.

The 8-K reports a proposed private convertible note offering due 2030 and associated capped call transactions, filed via an attached press release. From a corporate finance perspective, convertible notes coupled with capped calls are a common tool to obtain financing while managing share issuance risk. Because the filing omits principal amount, conversion mechanics, pricing, and intended use of proceeds, one cannot quantify dilution, interest burden, or covenant impact. The disclosure is material as a financing event, but its ultimate positive or negative effect on shareholders depends on terms yet to be disclosed.

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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): August 13, 2025

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 8.01 Other Events.

On August 13, 2025, Intuitive Machines, Inc. (the “Company”) issued a press release announcing the proposed offering (the “Notes Offering”) of convertible senior notes due 2030 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and its intention to enter into capped call transactions in connection therewith.

A copy of the press release is filed as Exhibits 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Neither this Current Report on Form 8-K nor the press release filed as Exhibits 99.1 hereto constitute an offer to sell, or a solicitation of an offer to buy, any shares of the Company’s Class A common stock or any of its Notes, nor will there be any sale of any of the Company’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release titled “Intuitive Machines Announces Proposed Private Offering of Convertible Senior Notes,” dated August 13, 2025
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: August 13, 2025

FAQ

What did Intuitive Machines (LUNRW) disclose in this 8-K?

The company announced a proposed private offering of convertible senior notes due 2030 to qualified institutional buyers and stated its intention to enter into capped call transactions related to the offering.

Does the filing include terms like size, interest rate, or conversion price?

No. The 8-K notes the proposed offering but does not disclose offering size, pricing, conversion terms, or use of proceeds.

Is this 8-K an offer to sell securities?

No. The filing explicitly states that neither the 8-K nor the attached press release constitutes an offer to sell or solicitation to buy securities.

Where can investors find the press release referenced in the filing?

The press release is filed as Exhibit 99.1 to the Current Report and is incorporated by reference in the filing.

Who are the intended purchasers of the convertible notes?

The notes are proposed to be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act.