Intuitive Machines, Inc. Announces \$175 Million Common Stock Private Placement and Registration Rights Agreement

Houston, TX – February 27, 2026 – Intuitive Machines, Inc. (NASDAQ: LUNR) has entered into a significant capital-raising transaction, completing the previously announced private placement of its Class A common stock. The company sold shares at \$12.00 per share for a total aggregate purchase price of \$175 million to a group of institutional investors and their affiliates, led by global institutional investors. This transaction was executed under the terms of a Securities Purchase Agreement dated February 25, 2026.

Key Highlights of the Transaction

• Issuance of Common Stock: The Company issued and sold shares of its Class A common stock, par value \$0.0001 per share, at a price of \$12.00 per share.
• Total Proceeds: The private placement raised \$175 million in gross proceeds.
• Investor Group: The round was led by global institutional investors, underlining significant interest from sophisticated market participants.
• Registration Rights Agreement: In connection with the offering, Intuitive Machines entered into a Registration Rights Agreement with each investor, granting them the right to require the company to register the resale of the shares issued in this private placement.

Details of the Registration Rights Agreement

• Filing Deadline: Intuitive Machines is required to file a registration statement with the Securities and Exchange Commission (SEC) covering the resale of all shares issued in the private placement by no later than April 1, 2026.
• SEC Effectiveness: The company must use commercially reasonable efforts to have the registration statement declared effective as soon as possible, within 30 days of filing (or 60 days if reviewed by the SEC).
• Duration: The company is required to maintain the effectiveness of the registration statement for up to 5 years after the closing date or until such time as all shares have been sold or are eligible for resale without restriction.
• Resale Flexibility: Investors will be able to sell their shares in the public market once the registration statement is declared effective, which could potentially increase market liquidity.
• Cutback Provisions: If the SEC imposes limitations on the amount of shares that can be registered, the company will reduce the number of shares on a pro rata basis among investors and, importantly, will not name any investor as an “underwriter” without their written consent.
• Allowed Delays: There are mechanisms for the company to delay registration or suspend sales for up to 45 consecutive days or a total of 60 days in any year for certain business or legal reasons, but not more than twice per year.
• Other Terms: The company will pay all registration expenses, excluding selling commissions and certain investor legal fees. Investors must provide requested information to facilitate the registration.
• Assignment: Registration rights are transferable under certain conditions, giving flexibility to investors.

Potential Shareholder Impact and Price Sensitivity

• Significant Capital Infusion: The \$175 million capital raise will materially strengthen the company’s balance sheet, potentially supporting new projects, R&D, or working capital needs.
• Potential Dilution: The issuance of new shares will dilute existing shareholders. The actual dilution will depend on the company’s total share count.
• Increased Liquidity: Registration rights enable investors to resell their shares in the public market, which may increase the float and trading volume of LUNR shares.
• Possible Stock Price Volatility: When the registration statement becomes effective, the potential for large shareholders to sell their positions in the open market could impact the share price, especially if significant selling occurs at once.
• Institutional Validation: The participation of global institutional investors is generally a positive signal, suggesting confidence in the company’s prospects.

Other Notable Corporate Items

• Emerging Growth Company Status: Intuitive Machines has indicated it is not an “emerging growth company” as defined under SEC rules.
• Listing: LUNR shares continue to trade on NASDAQ.

Corporate Governance

The transaction and related agreements have been duly authorized and executed by Intuitive Machines, Inc. The filing includes the signature of Peter McGrath, Chief Financial Officer and Senior Vice President.

Exhibits

• Form of Registration Rights Agreement (Exhibit 10.1).
• Cover Page Interactive Data File (embedded within the Inline XBRL document).

Summary for Investors

This capital raise and registration rights agreement represent a major development for Intuitive Machines, Inc. Shareholders should closely monitor the filing and effectiveness of the registration statement, as well as any subsequent market activity by the institutional investors involved in the private placement. The injection of \$175 million provides the company with substantial financial flexibility, but the potential for dilution and increased share supply may impact the stock price, at least in the near-term.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisor before making any investment decisions. The information is based on filings made by Intuitive Machines, Inc. with the SEC and is subject to change without notice.

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