Intuitive Machines, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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FY2025 · Filed Mar 19, 2026
LUNR$11.81-1.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report or incorporated by reference:
The index for the consolidated financial statements of Intuitive Machines is listed on page 52 of this Annual Report. The report of Intuitive Machines, Inc.’s independent registered accounting firm (PCAOB ID:248) with respect to the above referenced financial statements are included in Item 8 and Item 9A of this Form 10-K. Their consent appears as Exhibit 23.1 of this Form 10-K.
The exhibits of Intuitive Machines are listed below under Item 15(b); all exhibits are incorporated herein by reference to a prior filing as indicated, unless noted as filed or furnished with this Annual Report.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 2.1 | Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point Acquisition Corp. and Intuitive Machines, LLC | S-4/A | 333-267846 | 4.5 | January 20, 2023 |
| 2.2 | Membership Interest Purchase Agreement, dated November 3, 2025, by and among Intuitive Machines, Inc., Intuitive Machines, LLC, Vantor Holdings Inc., Galileo Topco, Inc., and Lanteris Space Holdings LLC | 8-K | 001-40823 | 2.1 | November 4, 2025 |
| 3.1 | Certificate of Incorporation of Intuitive Machines, Inc. | 8-K | 001-40823 | 3.1 | February 14, 2023 |
| 3.2 | By-Laws of Intuitive Machines, Inc. | 8-K | 001-40823 | 3.2 | February 14, 2023 |
| 3.3 | Certificate of Designation relating to the 10.0% Series A Cumulative Convertible Preferred Stock | 8-K | 001-40823 | 3.3 | February 14, 2023 |
| 4.1 | Warrant Agreement | 8-K | 001-40823 | 4.1 | September 24, 2021 |
| 4.2 | Specimen Class A Common Stock Certificate of Intuitive Machines, Inc. | S-4/A | 333-267846 | 4.5 | January 20, 2023 |
| 4.3 | Specimen Warrant Certificate of Intuitive Machines, Inc. | S-4/A | 333-267846 | 4.6 | January 20, 2023 |
| 4.4 | Form of Series A Common Stock Purchase Warrant, dated as of September 5, 2023 | 8-K | 001-40823 | 4.1 | September 6, 2023 |
| 4.5 | Form of Series B Common Stock Purchase Warrant, dated as of September 5, 2023 | 8-K | 001-40823 | 4.2 | September 6, 2023 |
| 4.6 | Form of Series A Common Stock Purchase Warrant, dated as of January 10, 2024 | 8-K | 001-40823 | 4.1 | January 11, 2024 |
| 4.7 | Form of Series B Common Stock Purchase Warrant, dated as of January 10, 2024 | 8-K | 001-40823 | 4.2 | January 11, 2024 |
| 4.8 | Form of Series A Common Stock Purchase Warrant, dated as of January 29, 2024 | 8-K | 001-40823 | 4.3 | January 30, 2024 |
| 4.9 | Form of Series B Common Stock Purchase Warrant, dated as of January 29, 2024 | 8-K | 001-40823 | 4.4 | January 30, 2024 |
| 4.10 | Indenture, dated as of August 18, 2025, by and between Intuitive Machines, Inc. and U.S. Bank Trust Company, National Association, as Trustee | 8-K | 001-40823 | 4.1 | August 18, 2025 |
| 4.11 | Description of Capital Stock | 10-K | 001-40823 | 4.10 | March 25, 2025 |
| 10.1+ | Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan | S-8 | 001-40823 | 99.1 | May 9, 2023 |
| 10.2 | Tax Receivable Agreement, dated February 13, 2023, by and among Intuitive Machines, Inc., Intuitive Machines, LLC, the TRA Parties and other persons from time to time party thereto | 8-K | 001-40823 | 10.1 | February 14, 2023 |
| 10.3 | Second A&R Operating Agreement of Intuitive Machines, LLC, dated February 13, 2023 | 8-K | 001-40823 | 10.2 | February 14, 2023 |
| 10.4+ | Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan | 8-K | 001-40823 | 10.7 | February 14, 2023 |
| 10.5+ | Form of Director Restricted Stock Unit Award Agreement | 8-K | 001-40823 | 10.2 | June 23, 2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 10.6+ | Form Restricted Stock Unit Award Agreement (under Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan) | 8-K | 001-40823 | 10.8 | February 14, 2023 |
| 10.7+ | Amended and Restated Non-Employee Director Compensation Program | 10-Q | 001-40823 | 10.1 | May 14, 2024 |
| 10.8+ | Severance and Change of Control Agreement for Executives | 10-K | 001-40823 | 10.85 | March 25, 2025 |
| 10.9+ | Severance and Change of Control Agreement for Other Executives | 10-K | 001-40823 | 10.86 | March 25, 2025 |
| 10.10+* | Change in Control and Severance Agreement for Chris Johnson | ||||
| 10.11 | Securities Purchase Agreement, dated as of August 30, 2023, by and among Intuitive Machines, Inc. and the Purchaser named therein | 8-K | 001-40823 | 10.1 | September 6, 2023 |
| 10.12 | Registration Rights Agreement, dated as of August 30, 2023, by and among Intuitive Machines, Inc. and the Purchaser named therein | 8-K | 001-40823 | 10.2 | September 6, 2023 |
| 10.13 | Subscription Agreement, dated as of September 6, 2023, by and among Intuitive Machines, Inc. and Ghaffarian Enterprises, LLC | 8-K | 001-40823 | 10.3 | September 6, 2023 |
| 10.14 | Subscription Agreement, dated as of September 6, 2023, by and among Intuitive Machines, Inc. and Ghaffarian Enterprises, LLC | 8-K | 001-40823 | 10.4 | September 6, 2023 |
| 10.15+ | Non-Employee Director Deferral Plan | 10-K | 001-40823 | 10.13 | March 25, 2024 |
| 10.16 | Form of Warrant Exercise Agreement, dated January 10, 2024, by and between Intuitive Machines, Inc. and the Investor | 8-K | 001-40823 | 10.1 | January 11, 2024 |
| 10.17 | Credit Agreement, dated as of January 10, 2024, by and between Intuitive Machines, LLC and Pershing LLC | 8-K | 001-40823 | 10.1 | January 16, 2024 |
| 10.18 | Letter Agreement, dated as of January 28, 2024, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Ghaffarian Enterprises, LLC | 8-K | 001-40823 | 10.1 | January 30, 2024 |
| 10.19 | Loan and Security Agreement, dated March 4, 2025 | 8-K | 001-40823 | 10.1 | March 10, 2025 |
| 10.20 | Waiver, Consent, Amendment and Assignment Agreement, dated January 13, 2026, by and among Lanteris Space LLC, as seller and servicer, Vantor Parent Inc., as assignor and existing guarantor, Intuitive Machines, LLC, as assignee and new guarantor, and ING Belgium NV/SA. | 8-K | 001-40823 | 10.2 | January 13, 2026 |
| 10.21 | Consent to Loan and Security Agreement, dated January 12, 2026, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Stifel Bank in respect of the Loan and Security Agreement, dated as of March 4, 2025. | 8-K | 001-40823 | 10.3 | January 13, 2026 |
| 10.22 | Registration Rights Agreement, dated January 13, 2026, by and among Intuitive Machines, Inc. and the other parties thereto. | 8-K | 001-40823 | 10.1 | January 13, 2026 |
| 10.23 | Registration Rights Agreement, dated as of February 27, 2026, by and among Intuitive Machines, Inc. and the Purchasers named therein | 8-K | 001-40823 | 10.1 | February 27, 2026 |
| 10.24* | Amended and Restated Limited Recourse Receivables Purchase Agreement dated December 1, 2023 among Maxar Space LLC, and Maxar Technologies Inc., and ING Belgium NV/SA. | ||||
| 19.1 | Insider Trading Policy | 10-K | 001-40823 | 19.1 | March 25, 2025 |
| 21.1* | List of Subsidiaries | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | ||||
| 31.2* | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 | ||||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 32.1** · Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2** · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation | 8-K | 001-40823 | 10.17 | March 5, 2025 |
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS | ||||
| * | Filed herewith. |
|---|---|
| ** | Furnished. |
| + | Indicates management contract or compensatory plan. |
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