Intuitive Machines, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

13467 Columbia Shuttle Street

Houston, Texas 77059

April 24, 2026

Dear Fellow Stockholders:

You are cordially invited to attend our 2026 Annual Meeting of Intuitive Machines, Inc. ("Intuitive Machines") Stockholders on Thursday, June 4, 2026 at 9:00 a.m. (Central Time). This will be a virtual meeting, meaning that attendance will solely be by means of remote communication via a live webcast on the internet at www.virtualshareholdermeeting.com/LUNR2026. There will be no physical location at which stockholders may attend the meeting. We encourage you to access the Annual Meeting prior to the start time to allow ample time for online check-in. The website will be open for check-in beginning at 8:45 a.m. (Central Time) on the date of the Annual Meeting.

All Intuitive Machines stockholders of record at the close of business on April 10, 2026 will be able to vote and participate in the Annual Meeting by remote communication. Any person who was not a stockholder as of the record date may attend the Annual Meeting as an observer but will not be able to vote or ask questions. We encourage you to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

You may cast your vote atwww.proxyvote.com. Have the 16-digit "Control Number" available and then follow the instructions. The Control Number is a 16-digit number that you can find in the Notice of Internet Availability (if you received the proxy materials via electronic delivery), proxy card (if you are a stockholder of record who received proxy materials by mail) or voting instruction form (if you are a beneficial owner who received proxy materials by mail). Beneficial owners who do not have a control number should follow the instructions provided on the voting instruction card or otherwise provided by your bank, broker or other nominee.

Along with the other members of your Board of Directors, we look forward to you joining us virtually at this year's Annual Meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in the business of Intuitive Machines.

Sincerely,

13467 Columbia Shuttle Street

Houston, Texas 77059

Notice of the 2026 Meeting of Stockholders

Thursday, June 4, 2026

9:00 a.m. Central Time

www.virtualshareholdermeeting.com/LUNR2026

The principal business of the Annual Meeting will be to:

1. Elect two Class III directors to serve for a term of three years or until their respective successors are duly elected and qualified.

Your Board of Directors recommends a vote FOR the election of each director nominee.

2. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Your Board of Directors recommends a vote FOR Proposal 2.

Other Business: Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

You can vote electronically during the Annual Meeting by proxy if you were a stockholder of record at the close of business on April 10, 2026. To be admitted to the Annual Meeting, please visitwww.virtualshareholdermeeting.com/LUNR2026. Stockholders or their legal proxies must enter the control number. You can find instructions for voting online during the virtual Annual Meeting on page 39 of the accompanying Proxy Statement.

On or about April 24, 2026, we expect to mail the Notice of Internet Availability of Proxy Materials for the Annual Meeting. We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote promptly via the Internet, telephone or mail.

All stockholders are cordially invited to attend the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you may need to obtain a proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares at the meeting.

By Order of the Board of Directors,

Anna Jones

Senior Vice President, Chief Legal Officer and Corporate Secretary

Houston, Texas

April 24, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2026:

The notice of annual meeting, the Proxy Statement and the Company’s Annual Report are available atwww.proxyvote.com. Web links throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

Proxy Statement

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INTUITIVE MACHINES, INC | 2026 PROXY STATEMENT