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What changed in Intuitive Machines, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Intuitive Machines, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+441 added−425 removedSource: 10-K (2026-03-19) vs 10-K (2025-03-25)

Top changes in Intuitive Machines, Inc.'s 2025 10-K

441 paragraphs added · 425 removed · 209 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur Competition Competition in our addressable market is mainly divided between incumbents, such as Lockheed Martin and Blue Origin who pursue larger, more complex contracts such as crewed lunar missions, and next generation players, including our competitors on the CLPS contract such as Astrobotic and Firefly Aerospace.
Biggest changeRepresentative Programs and Contracts Civil Space: • Mission operations for lunar delivery and surface systems • Fission Surface Power surface operations and utility services National Security Space: • Persistent constellation operations and mission support • Alternative positioning, navigation, and timing (“PNT”) services • Space domain awareness operations and data services Commercial: • Hosted payload operations and data services • Mission operations and constellation management for commercial satellite operators Our Competition Competition in our addressable market is mainly divided between incumbents, such as Lockheed Martin and Blue Origin who pursue larger, more complex contracts such as crewed lunar missions, and next generation players, including our competitors on the CLPS contract such as Astrobotic and Firefly Aerospace.
At this time, we do not believe that federal, state, and local laws and regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, or any existing or pending climate change 7 Table of Contents legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business.
At this time, we do not believe that federal, state, and local laws and regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, or any existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business.
Depending on the contract, these laws and regulations require, among other things: • certification and disclosure of all cost and pricing data in connection with certain contract negotiations; • defining allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-type U.S. government contracts; • compliance with Cost Accounting Standards for U.S. government contracts (“CAS”); • reviews by the Defense Contract Audit Agency (“DCAA”), Defense Contract Management Agency (“DCMA”) and other regulatory agencies for compliance with a contractor’s business systems; • restricting the use and dissemination of and require the protection of unclassified contract-related information and information classified for national security purposes and the export of certain products and technical data; and • prohibiting competing for work if an actual or potential organizational conflict of interest, as defined by these laws and regulations, related to such work exists and/or cannot be appropriately mitigated, neutralized or avoided.
Depending on the contract, these laws and regulations require, among other things: • certification and disclosure of all cost and pricing data in connection with certain contract negotiations; • defining allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-type U.S. government contracts; • compliance with Cost Accounting Standards for U.S. government contracts (“CAS”); • reviews by the Defense Contract Audit Agency (“DCAA”), Defense Contract Management Agency (“DCMA”) and other regulatory agencies for compliance with business systems requirements; 7 Table of Contents • restricting the use and dissemination of and require the protection of unclassified contract-related information and information classified for national security purposes and the export of certain products and technical data; and • prohibiting competing for work if an actual or potential organizational conflict of interest, as defined by these laws and regulations, related to such work exists and/or cannot be appropriately mitigated, neutralized or avoided.
Our R&D team is also responsible for developing and innovating our proprietary technology platforms. We continue to invest in R&D, particularly as it relates to “survive the night” and our larger lander design to make our platform more accessible to a wider range of customers, as well as innovating our space technology to capture various types of data efficiently.
We also continue to invest in R&D, particularly as it relates to “survive the night” and our larger lander design to make our platform more accessible to a wider range of customers, as well as innovating our space technology to capture various types of data efficiently.
Available Information Our website address is www.intuitivemachines.com. The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual Report.
The contents of, or information accessible through, our website are not incorporated by reference herein and are not a part of this Annual Report.
Intellectual Property The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of trademarks, unpatented trade secrets, unpatented know-how, copyrights, license agreements, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property.
We rely upon a combination of patents, trademarks, unpatented trade secrets, unpatented know-how, copyrights, license agreements, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property.
We enter into confidentiality agreements and invention or work product assignment agreements with our employees, suppliers, and consultants to protect, control access to, and clarify ownership of, our proprietary information.
We enter into confidentiality agreements and invention or work product assignment agreements with our employees, suppliers, and consultants to protect, control access to, and clarify ownership of, our proprietary information and other intellectual property. We continually review and update our intellectual property portfolio to help ensure that we have adequate protections and rights.
Research and Development: Our research and development (“R&D”) team is integrated across our engineering organization to leverage the best engineers within each discipline and prevent stovepipes within our technology, yielding fully integrated systems that reduce time to market. Our R&D scope includes company rollover, acquisition, optimizing capital structure, and general corporate purposes.
Research and Development: Our research and development (“R&D”) team is integrated across our engineering organization to leverage the best engineers within each discipline and prevent stovepipes within our technology, yielding fully integrated systems that reduce time to market. Our R&D team is also responsible for developing and innovating our proprietary technology platforms.
Competitors for the next phases of LTVS include Lunar Outpost and Astrolab Venturi and our competitors for the NSN contract included Kongsberg Satellite Services (“KSAT”), Swedish Space Corporation (“SSC”), and Telespazio. Our Operations Sales: Our sales organization operates directly and via our extensive customer and partner network, which spans across North America, Europe, Asia, and Australia.
Competitors for the next phases of LTVS include Lunar Outpost and Astrolab Venturi and our competitors for the NSN contract included Kongsberg Satellite Services (“KSAT”), Swedish Space Corporation (“SSC”), and Telespazio.
See Our Services and Solutions below for a detail discussion of our core pillars. Our Customers and Partners We are an integral partner to our customers and partners. We execute on our commitments and develop solutions for our customers’ toughest challenges. Our customers include, but are not limited to: U.S. Government • NASA.
Our Customers and Partners We are an integral partner to our customers and partners. We execute on our commitments and develop end-to-end mission solutions for our commercial, civil and national security customers. Our customers include, but are not limited to: U.S. Government • NASA.
In 2023, we won our first significant award with the U.S. DoD Air Force Research Laboratory, the $9.5 million JETSON Low Power contract. • State Governments. Many state governments are investing in space economy development, recognizing this as an emerging market with opportunities for growth for their constituents.
DoD Air Force Research Laboratory, the JETSON Low Power contract to design a stealth-like satellite, followed by the JETSON Stirling Technology Space Research Experiment (“START”) contract. • State Governments. Many state governments are investing in space economy development, recognizing this as an emerging market with opportunities for growth for their constituents.
We continually review and update our intellectual property portfolio to help ensure that we have adequate protections and rights. 6 Table of Contents Government and Environmental Regulations Government Regulations Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.
Government and Environmental Regulations Government Regulations Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.
With facilities in Texas, Arizona, and Maryland, we are actively engaged in partnering with state governments to expand our capabilities for economic growth. Commercial Our domestic customers for our first 3 missions include customers such as Columbia Sportswear Company, Nokia Corporation, Aegis Aerospace, Inc., and AstroForge. International Our global customers include national space agencies in Europe and Asia.
With facilities in Texas, California, Arizona, Maryland, and Colorado we are actively engaged in partnering with state governments to expand our capabilities for economic growth. Commercial Our lunar cargo delivery missions include commercial customers including, Columbia Sportswear Company, Nokia Corporation, Aegis Aerospace, AstroForge, Jeff Koons, International Lunar Observatory Association, Galactic Legacy Labs, Lonestar Data Holdings and Lunar Outpost.
We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.” Manufacturing, Assembly and Operations Houston, Texas.
We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs or obtain such materials on favorable terms.” Human Capital As of December 31, 2025, we had 525 employees throughout our operations, including the employees added through the acquisition of KinetX on October 1, 2025.
Item 1. Business Overview Intuitive Machines, Inc. (formerly known as Inflection Point Acquisition Corp. or “IPAX”), collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) is a space technology, infrastructure, and services company.
Item 1. Business Description of our Business Intuitive Machines, Inc., collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) is a space infrastructure and services company founded in 2013 and focused on enabling sustained infrastructure and human activity beyond Earth.
We obtain raw materials and components from suppliers that we believe to be reputable and reliable. We have established and follow internal quality control processes to source suppliers, considering quality, cost, delivery and lead-time. We instill responsibility for quality at the lead level to ensure our suppliers and internally built hardware meet the required quality standards.
We obtain raw materials and components from suppliers that we believe to be reputable and have established internal supplier qualification and quality control processes to consider quality, cost, delivery performance, and lead-time.
Also, for a further discussion on our supply chain risks, see Part I, Item 1A Risk Factors of this Annual Report, “ We rely on a limited number of suppliers for certain materials and supplied components.
Despite these efforts, supply chain disruptions could occur and may not be fully mitigated, which could materially adversely affect our business, financial condition, and results of operations. Also, for a further discussion on our supply chain risks, see Part I, Item 1A Risk Factors, “We rely on a limited number of suppliers for certain materials and supplied components.
We are also one of three prime contractors for NASA developing designs for a Lunar Terrain Vehicle, that includes the Nova-D lander. We were one of two awardees for NASA's Near Space Network Direct-To-Earth data services to the lunar vicinity (1.2) and beyond the lunar vicinity (1.3).
We are one of two awardees for NASA’s Near Space Network Direct-to-Earth data services to the lunar vicinity (1.2) and beyond the lunar vicinity (1.3). We are also the sole awardee for the Near Space Network’s data relay services (2.2), which will provide a constellation of satellites around the Moon to provide communications and navigation services.
This approach is important for our strategy to capture the entire market opportunity encompassing not only NASA and U.S.
This approach is important for our strategy to capture the entire market opportunity encompassing not only NASA and U.S. DoD, but also commercial aerospace and non-traditional customer segments engaged in partnership and content activity, who value brand activation from these engagements.
DoD, but also commercial aerospace and non-traditional customer segments engaged in partnership and content activity, who value brand activation from these engagements. 5 Table of Contents Supply Chain Our ability to manufacture and operate our spacecraft is dependent upon sufficient availability of raw materials and supplied components including avionics, flight computers, radios, electrical power systems and fuel tanks.
Supply Chain Our ability to manufacture and operate our spacecraft is dependent upon sufficient availability of raw materials and supplied components including avionics, flight computers, radios, electrical power systems and fuel tanks. Disruptions in the supply of these materials or components could adversely affect our manufacturing schedules, mission timelines, and operating results.
Human Capital As of December 31, 2024, we had 435 employees throughout our operations. At Intuitive Machines, our human capital management approach starts with a foundation in our core RIDE Values of Respect, Integrity, Dedication and Excellence. We value technical expertise, original thinking, adaptability, and a willingness to collaborate with our excellent team.
On January 13, 2026, Intuitive Machines completed the acquisition of Lanteris. As a result of this transaction, we had approximately 1,695 employees across our combined operations. At Intuitive Machines, our human capital management approach is grounded in our core RIDE values of Respect, Integrity, Dedication, and Excellence.
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We were founded in 2013 as Intuitive Machine, LLC and incorporated in February 2023 following the consummation of the Business Combination (as defined herein Note 1) of Intuitive Machines, Inc. and Intuitive Machines, LLC. As a space technology, infrastructure, and services company, we are contributing to the establishment of cislunar infrastructure and helping to develop cislunar and deep space commerce.
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We believe the United States is transitioning from episodic space missions to long-duration operations and persistent presence, and we are building the systems and services required to support this evolution across civil, national security, and commercial markets.
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Cislunar encompasses objects in orbit in the Earth-Moon system and on the Lunar surface, while deep space exploration is space beyond the Moon, including Mars.
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We build spacecraft, connect space-based networks, and operate infrastructure as-a-service that support operations across low Earth orbit (“LEO”), geostationary orbit (“GEO”), cislunar space, and deep-space. Our strategy is to evolve space activity from single-mission execution toward continuously operating infrastructure by combining spacecraft delivery with network connectivity and long-term operations.
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We believe we have a leading position in the development of technology platforms operating in three core pillars —delivery services, data transmission services, and infrastructure as a service— as described below under Our Business Strategy .
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We believe this approach positions us to support enduring government requirements while enabling the development of a commercial space economy. On September 16, 2022, Inflection Point Acquisition Corp. (“IPAX”) entered into a business combination agreement with Intuitive Machines, LLC.
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We are focused on establishing the lunar infrastructure associated with each of the three pillars, which provides the basis for commerce to inform and sustain human presence off Earth.
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On February 10, 2023, IPAX domesticated into a Delaware corporation and changed its name to “Intuitive Machines, Inc.” in connection with the domestication, Intuitive Machines, Inc. became a holding company whose principal assets are the Intuitive Machines, LLC Common Units.
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Our vision is that our infrastructure services enable our customers to focus on their unique contributions to create a thriving, diverse cislunar economy and expand the commercial space exploration marketplace to the Lunar surface and beyond.
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On October 1, 2025, the Company completed the stock purchase agreement to acquire 100% of the issued and outstanding capital stock of KinetX, Inc (“KinetX”). On January 13, 2026, the Company completed the acquisition of 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”). For further description of these recent acquisitions, see Part II.
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The United States (“U.S.”) government has indicated that returning to the moon is of strategic importance to the U.S. and we believe it will continue to have bipartisan support as we enter the next generation space race with the People’s Republic of China (“China”) .
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Recent Developments”. Our Business Strategy From Missions to Infrastructure Historically, space activity has relied on custom systems designed for finite missions. Our strategy is to build systems that can be deployed as missions, connected into broader networks, and operated as shared infrastructure over extended lifecycles.
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We believe that space is the next economic frontier, with the moon being the next stepping stone, and the increased demand from governments, intelligence agencies, commercial industries, and private individuals has created multiple opportunities for long-term growth.
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We believe this transition from missions to infrastructure is central to achieving sustained presence in space and to unlocking recurring service opportunities.
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We intend to participate in expanding the cislunar economy through a steady cadence of missions, with the intent of offering reduced cost of access and operations while providing reliable missions on a defined schedule. We are one of a select few companies servicing NASA and a worldwide set of commercial payload customers.
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Our operating model is organized around three integrated capabilities: • Build — designing, manufacturing, and delivering spacecraft, landers, satellites, surface systems, propulsion, and avionics for government and commercial customers; • Connect — integrating deployed assets into communications, navigation, command and control, and data relay networks that enable persistent connectivity; and • Operate — providing mission operations, hosted payload services, data services, navigation and timing capabilities, and other infrastructure-based offerings.
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We believe we have a strong position, as evidenced by four Commercial Lunar Payload Services (“CLPS”) awards to date as of December 31, 2024.
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We believe that operating deployed systems as infrastructure, rather than concluding at delivery, creates opportunities for longer-duration contracts, recurring revenue, and margin expansion over time. Moon-First Strategy We are initially focused on the Moon and cislunar space, where U.S. civil and national security policy, funding, and urgency are converging.
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On February 22, 2024, our Nova-C lander became the first U.S. vehicle to softly land on the lunar surface since 1972, utilizing our Nova-C Guidance, Navigation and Control (“GN&C”) and Propulsion systems, both of which were designed and are produced in-house.
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The Moon is increasingly recognized as a strategic operating environment, supporting exploration, science, national security objectives, and future commercial activity. Operating at the Moon requires end-to-end, flight-proven capability across precision landing, deep-space communications, navigation, surface operations, and autonomous mission management. Our lunar missions under NASA’s Commercial Lunar Payload Services (“CLPS”) initiative required us to develop integrated systems.
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Our IM-1 Nova-C lander carried approximately 100 kilograms of science experiment and technology demonstration payloads, including the first CLPS payload, to a landing site closer to the lunar south pole than any previous mission.
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We believe this capability positions us to operate persistently in one of the most demanding environments in space. 1 Table of Contents We further believe that demonstrating sustained operations at the Moon establishes a technical and operational foundation that can be applied inward to Earth orbit and outward to Mars.
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We operated on the lunar surface beyond the CLPS required mission duration and downloaded over 500 MB of payload customer data on our commercial Lunar Data Network. In March 2025, our IM-2 mission landed at the southernmost location of the moon, 5 degrees from the south pole.
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While future opportunities depend on customer demand and funding, we view lunar operations as a proving ground for scalable space infrastructure. Growth Through Operations and Services While building and delivering spacecraft remains an important component of our business, our longer-term strategy emphasizes operating infrastructure and providing services enabled by connected assets.
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While in transit, our space to ground communications brought down over 8GB of data from space over our network; delivered 3 rideshare customers to trans lunar injection orbit and assisted them with ground tracking and communication; and demonstrated precision autonomous orbit operations circling the moon for 39 orbits over a 72 hour period.
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These services include data relay, communications, navigation and timing, mission operations, and hosted payload support for multiple users. We believe that transitioning from milestone-based mission delivery to service-based offerings may support more predictable, recurring revenue and higher margins over time.
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While on the surface, we demonstrated the ability to manage power in thermal conditions on the south pole surface and in a crater.
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The timing, scale, and profitability of these services depend on successful mission execution, customer adoption, and continued demand across civil, defense, and commercial markets. We believe that the Lanteris acquisition will help accelerate these growth opportunities.
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With the challenge of not being able to recharge the IM-2 lander solar panels post landing, the mission was still able to complete several mission and payload milestones, including downloading 500 MB of payload customer data from the lunar surface.
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Total Addressable Market The Company’s total addressable market spans the full space value chain and includes: • Earth-based ground stations and mission operations infrastructure • Satellites operating in LEO, GEO and cislunar space • Cislunar and lunar-orbit communications and navigation systems and space stations • Lunar landers delivering payloads, cargo, and infrastructure • Lunar surface infrastructure, including mobility systems, power systems and autonomous operations • Space robotic systems • Future deep-space missions extending to Mars and beyond We believe the Build-Connect-Operate business strategy enables participation across this entire value chain.
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See Our Business Strategy for a description of our additional lunar missions, lunar relay communications, lunar vicinity navigation, and autonomous surface rover operations. The U.S.
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We are partnered with and service NASA by building power and propulsion spacecraft, connected data services, operating mobility infrastructure, lunar cargo delivery and other Artemis-related contracts.
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Space Force (“Space Force”) has recently begun to turn its attention to the cislunar space, as noted in the Mitchell Institute paper “Securing Cislunar Space and the First Island Off the Coast of Earth.” As the leading CLPS provider and the first company to have successfully landed and operated on the Moon, we believe we are at the forefront of NASA's push for a sustainable return to the lunar surface, while simultaneously driving critical early conversations with the U.S.
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In 2019, NASA awarded us a contract to develop and construct the power and propulsion element for the agency’s lunar Gateway (the contract was awarded to Lanteris prior to the consummation of the Lanteris acquisition (as further discussed herein)). Through strategic acquisition, Intuitive Machines is providing advanced deep-space navigation services for multiple NASA Artemis-related missions.
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Department of Defense (“U.S. DoD”) and Space Force to secure the Moon and cislunar space to ensure peaceful and strategic operations in this emerging domain. Our Business Strategy We are a leading space technology, infrastructure, and services company committed to fundamentally disrupting lunar access economics.
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Intuitive Machines is one of three prime contractors for NASA’s developing Lunar Terrain Vehicle contract, that includes building the company’s heavy cargo lunar lander spacecraft. Through the agency’s CLPS initiative, Intuitive Machines has secured four lunar surface cargo delivery contracts.
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Our innovative approach focuses on three core pillars (as described below) designed to meet the growing demand for lunar services and establish a robust lunar economy. • Delivery Services provides for the transportation and delivery of payloads, such as, satellites, scientific instruments and cargo to various destinations in space, in addition to rideshare delivery and lunar surface access. 1 Table of Contents • Data Transmission Services offerings include the collection, processing, and interpretation of space-based data, utilizing AI applications, such as, command, control, communications, reconnaissance and prospecting. • Infrastructure as a Service delivers space assets performing tasks and making decisions without human intervention that are designed to perform essential functions, such as, navigation, maintenance, scientific data collection, and system health monitoring.
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The first of four CLPS contracts delivered cargo to the Moon’s south pole in 2024 and the second mission was in 2025. • National Security Space. Intuitive Machines continues to support the Space Development Agency (SDA) Proliferated Warfighter Space Architecture (PWSA). The PWSA consists of hundreds of optically linked small satellites in LEO, delivering rapid capability to warfighters.
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We integrate these fundamental pillars to not only enable access to the Moon but also lay the foundation for a thriving cislunar and deep space economy. We believe our delivery, data transmission, and infrastructure capabilities uniquely position us to drive innovation, create long-tail revenue streams, and ultimately support humanity’s push to establish profitable industries in space.
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In 2022, our subsidiary was selected to build 16 satellite buses for its customer, L3Harris Technologies (L3Harris), which will be used to detect and track missile threats in real time using infrared sensors.
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We expect to achieve leading time to market across these core pillars driven by our short design to manufacture process, enabled through vertical integration and rapid iterative testing. We leverage technologies developed for our three core service pillars to expand into adjacent markets where these capabilities provide a competitive advantage.
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Since 2022, we have begun delivery of these satellite buses in connection with SDA’s Tranche 1 Tracking Layer program (the contract was awarded to Lanteris prior to the consummation of the Lanteris acquisition).
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We are partnered with NASA and service NASA through four missions to date under their CLPS contract program. We work to provide NASA with access to the lunar surface as well as cislunar data for science, technology, and infrastructure. Our IM-1 mission landed 9 degrees from the lunar South pole in March 2024.
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In 2024, we were selected for 18 additional spacecraft platforms and 2 Table of Contents associated support for SDA’s Tranche 2 Tracking Layer program, building on its existing contract for the Tranche 1 Tracking Layer, awarded in 2022 (the contract was awarded to Lanteris prior to the consummation of the Lanteris acquisition).
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In March 2025, our IM-2 mission landed at the southernmost location of the moon, 5 degrees from the south pole. With the challenge of not being able to recharge the IM-2 lander solar panels post landing, the mission was still able to complete several mission and payload milestones.
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In 2025, Intuitive Machines received an indefinite delivery/indefinite quantity (IDIQ) contract from the Missile Defense Agency for the Scalable Homeland Innovative Enterprise Layered Defense (SHIELD) program.
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We were also the sole awardee for the Near Space Network's data relay services (2.2), which will provide a constellation of satellites around the Moon to provide communications and navigation services. • National Security Space. We offer our cislunar service capability to customers in the National Security Space (“NSS”) sector, as well as in civil and commercial space.
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The SHIELD award positions Intuitive Machines to bid on future tasks and services that support the expansive U.S. defense initiative, which covers a broad range of work to strengthen defense against threats from land, sea, air, cyberspace, and space. • U.S. Department of Defense. In 2023, we won our first significant award with the U.S.
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Customer needs for transportation, data transmission, and infrastructure services are similar in these sectors and we are actively pursuing opportunities with NSS customers.
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The Company, through its recently acquired subsidiary, Lanteris, is a world leader in commercial GEO communication satellites and a global leader in commercial satellite manufacturing. With over three decades of on-orbit performance, the 1300-class spacecraft platform is the world’s most popular GEO satellite with over 95 spacecraft still operational and in service.
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The Space Forces’ requirement to ensure freedom of action in space is driving their initial focus on cislunar Space Domain Awareness sensors and xGEO Position Navigation and Timing solutions as a result of the ongoing efforts by the U.S. and China to return to the lunar surface in a sustainable manner. • U.S. Department of Defense.
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Key platform features include a scalable, lightweight and high-strength structure, fuel-efficient attitude and station-keeping subsystems. A growing application for commercial geostationary communication satellites is the delivery of data-centric applications, such as consumer broadband, in-flight communication, maritime and 4G/5G cellular backhaul, via high-capacity spot beam satellites commonly referred to as high-throughput satellites (“HTS”).
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Our largest international customer awarded us a contract for $16.8 million to provide lunar rover services. 2 Table of Contents Our Partners Our partnerships are integral to our growth strategy. Under Delivery Services we partner with satellite communication companies, including Goonhilly to support our ground services and lunar missions.
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Lanteris introduced the first HTS satellite in 2005, which used the 1300-class bus. Lanteris built JUPITER 3, a transformational Ultra High Density Satellite, for Hughes Network Systems to be designated EchoStar XXIV. This satellite is the world’s largest commercial communications satellite built in the U.S. and powers Hughes Network Systems’ consumer, enterprise, and aeronautical services across the Americas.
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For Data Transmission Services we support our LDN network with various partners, including CesiumAstro and CSIRO. In addition, under Infrastructure as a Service, our Moon Reusable Autonomous Crewed Exploration Rover (“RACER”) is being developed for the LTV contract through a global partnership team including, AVL, Boeing, Fugro, Michelin, Northrop Grumman, and Roush.
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In addition, Lanteris manufactured a constellation of advanced high-resolution Earth-imaging satellites for Vantor Inc., using its 500-class spacecraft platform. International Our global customers include national space agencies in Europe and Asia. Our lunar cargo delivery international customers include, Dymon Corporation, Puli Space, and German Aerospace Center. In addition, we also build geostationary satellites for numerous international telecommunications customers.
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Our Services and Solutions Delivery Services We utilize our proprietary lunar lander vehicles to service CLPS contracts by flying NASA scientific equipment and commercial payloads to the lunar surface and supporting mission operations. With four CLPS contracts awarded to date, we are pioneering lunar access.
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Our Partners Our global-reaching partnerships are integral to our Build-Connect-Operate business strategy. Intuitive Machines is developing its Lunar Terrain Vehicle for NASA through its global partnership team including, AVL, Boeing, CSIRO, Fugro, Michelin, Northrop Grumman, and Roush. The Company has connected its ground data network with partners including CSIRO, Goonhilly Earth Station Ltd., and FUGRO.
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We are also scaling our lander capabilities to support larger payloads, including heavy cargo-class infrastructure delivery for projects like the Lunar Terrain Vehicle (“LTV”), ensuring a reliable path for sustained human and robotic exploration of the Moon.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

97 edited+75 added−14 removed226 unchanged
Biggest changeViolations of applicable export control laws and related regulations could result in criminal and administrative penalties, including fines, possible denial of export privileges, and debarment, which could have a material adverse impact on our business, including our ability to enter into contracts or subcontracts for U.S. government customers.
Biggest changeWhile our policies mandate compliance with applicable international trade, export control laws and financial crimes laws, failure by our employees, agents, subcontractors, suppliers and/or existing or future partners to comply with these and similar laws and regulations and our policies could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions, denial of export privileges, debarment and the inability to bid for or enter into contracts or sub-contracts with U.S. government customers and other entities, all of which could have a material adverse effect on our reputation, operations, and financial results.
These challenges and uncertainties may impair our ability to attract, retain and motivate key personnel. The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with us could have a negative effect on our business, financial condition or results of operations.
These challenges and uncertainties may impair our ability to attract, retain and motivate key personnel. The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with us could have a negative effect on our business, financial condition, and results of operations.
If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed. In order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services. We intend to expand our operations significantly.
If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed. In order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services. We intend to expand our operations significantly.
We may experience delayed launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers.
We may experience delayed lunar launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers.
Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, results of operations and financial condition.
Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, financial condition, and results of operations.
Any such issue could harm our business, results of operations and financial condition. Delays in launching satellites are common and can result from manufacturing delays, updates to mission specifications (including mission scope and objectives) and launch failures. In September 2024, NASA awarded us a verification task order for NSN communication and navigation services for missions in the lunar region.
Any such issue could harm our business, financial condition, and results of operations. Delays in launching satellites are common and can result from manufacturing delays, updates to mission specifications (including mission scope and objectives) and launch failures. In September 2024, NASA awarded us a verification task order for NSN communication and navigation services for missions in the lunar region.
The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, results of operations, and financial condition. Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion.
The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, financial condition, and results of operations. Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion.
Failure to do so could result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards. Rising inflation may materially impact our business, results of operations and financial condition. Inflation has increased recently.
Failure to do so could result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards. Rising inflation may materially impact our business, financial condition, and results of operations. Inflation has increased recently.
If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, results of operations and financial condition.
If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, financial condition, and results of operations.
If any significant subcontract is terminated or delayed in this manner, it could cause our actual results to differ materially and adversely from those anticipated. Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, results of operations and financial condition.
If any significant subcontract is terminated or delayed in this manner, it could cause our actual results to differ materially and adversely from those anticipated. Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, financial condition, and results of operations.
The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year could have an adverse impact on our business, results of operations and financial condition.
The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year could have an adverse impact on our business, financial condition, and results of operations.
We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for one or more of these contracts could have an adverse impact on our business, results of operations and financial condition.
We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for one or more of these contracts could have an adverse impact on our business, financial condition, and results of operations.
The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts. Uncertain macro-economic and political conditions could materially adversely affect our business, results of operations and financial condition.
The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts. Uncertain macro-economic and political conditions could materially adversely affect our business, financial condition, and results of operations.
Our indebtedness could have significant negative consequences for our security holders, business, results of operations and financial condition by, among other things: • increasing our vulnerability to adverse economic and industry conditions; • limiting our ability to obtain additional financing; • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes; • limiting our flexibility to plan for, or react to, changes in our business; and • placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our indebtedness could have significant negative consequences for our security holders, business, financial condition, and results of operations by, among other things: • increasing our vulnerability to adverse economic and industry conditions; • limiting our ability to obtain additional financing; • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes; • limiting our flexibility to plan for, or react to, changes in our business; and • placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Among other things, the Certificate of Incorporation and By-Laws include provisions regarding: • the ability of the Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the limitation of the liability of, and the indemnification of, our directors and officers; • the right of the Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board; • the requirement that directors may only be removed from the Board for cause and upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of the then outstanding capital stock; • a prohibition on stockholder action by written consent (except for actions by the holders of Class B Common Stock, Class C Common Stock or as required for holders of any series of preferred stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; 26 Table of Contents • the requirement that a special meeting of stockholders may be called only by the Board, the chairman of the Board or chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of the Board and stockholder meetings; • the requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Certificate of Incorporation which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; • the ability of the Board to amend the By-Laws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the By-Laws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which our stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Among other things, the Certificate of Incorporation and By-Laws include provisions regarding: • the ability of the Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the limitation of the liability of, and the indemnification of, our directors and officers; • the right of the Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board; • the requirement that directors may only be removed from the Board for cause and upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of the then outstanding capital stock; • a prohibition on stockholder action by written consent (except for actions by the holders of Class B Common Stock, Class C Common Stock or as required for holders of any series of preferred stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; • the requirement that a special meeting of stockholders may be called only by the Board, the chairman of the Board or chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of the Board and stockholder meetings; • the requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Certificate of Incorporation which could preclude stockholders from bringing matters before 29 Table of Contents annual or special meetings of stockholders and delay changes in the Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; • the ability of the Board to amend the By-Laws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the By-Laws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which our stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
While we have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems and our facilities meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks.
While we have built operational processes to ensure that the design, manufacture, performance and servicing of our space systems and our facilities meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks.
The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Intuitive Machines, LLC Common Units by, or purchases of Intuitive Machines, LLC Common Units from, the TRA Holders (or their transferees or other assignees), the price of our Class A Common Stock at the time of the redemption, exchange or purchase; the extent to which such redemptions, exchanges or purchases are taxable; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the tax rates and laws then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.
The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Intuitive Machines, LLC Common Units by, or purchases of Intuitive Machines, LLC Common Units from, the TRA Holders (or their transferees or other 26 Table of Contents assignees), the price of our Class A Common Stock at the time of the redemption, exchange or purchase, the extent to which such redemptions, exchanges or purchases are taxable, the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the tax rates and laws then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.
Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our space transport business.
Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of space transport.
As a result of (i) potential differences in the amount of net taxable income allocable to us and to Intuitive Machines, LLC’s other members, (ii) the lower tax rate applicable to corporations compared to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines, LLC Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement.
As a result of (i) potential differences in the amount of net taxable income allocable to us and to Intuitive Machines, LLC’s other members, (ii) the lower tax rate applicable to corporations compared to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines, LLC Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions may be in amounts that 25 Table of Contents exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement.
While we have implemented what we believe is an appropriate information security program with cybersecurity procedures, practices, and controls, the control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with Third Parties that we rely on are beyond our control and we cannot guarantee that our or our Third Parties’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of Third Parties that support us and our products and services.
While we have implemented what we believe is an appropriate information security program with cybersecurity procedures, practices, and controls, the control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with Third Parties that we rely on are beyond our control and we cannot guarantee 12 Table of Contents that our or our Third Parties’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of Third Parties that support us and our products and services.
Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues with our spaceflight systems, facilities, or customer safety could result in delaying or cancelling planned flights, increased regulation or other systemic consequences.
Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues with our space systems, facilities, or customer safety could result in delaying or cancelling planned flights, increased regulation or other systemic consequences.
For example, the earlier disposition of assets following a redemption or exchange of Intuitive Machines, LLC Common Units may accelerate the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase the present value of such payments, and the 23 Table of Contents disposition of assets before a redemption or exchange of Intuitive Machines, LLC Common Units increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets.
For example, the earlier disposition of assets following a redemption or exchange of Intuitive Machines, LLC Common Units may accelerate the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption or exchange of Intuitive Machines, LLC Common Units may increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets.
As a result, the Intuitive Machines Founders have the ability to control any action requiring the general approval of our stockholders, including the election and removal of directors and thereby determine corporate and management policies, 25 Table of Contents including potential mergers or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant corporate transactions for so long as they retain significant ownership of our Class C Common Stock.
As a result, the Intuitive Machines Founders have the ability to control any action requiring the general approval of our stockholders, including the election and removal of directors and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant corporate transactions for so long as they retain significant ownership of our Class C Common Stock.
If we are unable to assert that our internal control over financial reporting is effective, investors may lose 17 Table of Contents confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.
If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Budget and program decisions made in this environment would have long-term implications for us and the entire defense industry. 16 Table of Contents Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.
Budget and program decisions made in this environment would have long-term implications for us and the entire defense industry. Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S. government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S. government fiscal year 2024 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S. government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S. government due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding.
If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements to our consolidated financial statements, failure to meet our reporting obligations on a timely basis, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our Class A Common Stock.
If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements to our consolidated financial statements, failure to meet our reporting obligations on a timely basis, loss of investor confidence in the accuracy and completeness of our financial reports, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our Class A Common Stock.
Our future expansion will include: • hiring and training new personnel; • developing new technologies; • controlling expenses and investments in anticipation of expanded operations; • continuing to improve the existing operational management and financial reporting systems and team to comply with requirements as a public company; and • implementing and enhancing administrative infrastructure, systems and processes.
Our future expansion will include: • hiring and training new personnel; • developing new technologies; • controlling expenses and investments in anticipation of expanded operations; 9 Table of Contents • continuing to improve the existing operational management and financial reporting systems and team to comply with requirements as a public company; and • implementing and enhancing administrative infrastructure, systems and processes.
Congress authorizes further appropriations. We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced as part of the annual appropriations process ultimately approved by the U.S. Congress and the President of the United States or in separate supplemental appropriations or continuing 18 Table of Contents resolutions, as applicable.
Congress authorizes further appropriations. We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced as part of the annual appropriations process ultimately approved by the U.S. Congress and the President of the United States or in separate supplemental appropriations or continuing resolutions, as applicable.
We may be subject to certain claims, litigation, shareholder activism or other proceedings, which could take many forms or arise in a variety of situations. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our Board’s attention and resources from our business.
We may be subject to certain claims, litigation, shareholder activism or other proceedings, which could take many forms or arise in a variety of situations. Securities litigation and stockholder activism, including potential proxy contests, could 30 Table of Contents result in substantial costs and divert management’s and our Board’s attention and resources from our business.
Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors or cancellations of government programs, and our results of operations in future reporting periods may be below the expectations of investors or analysts.
Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts.
Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.
Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us 16 Table of Contents to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.
Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S. and other countries have led, and are likely to continue to lead, to market disruptions, including significant volatility in 19 Table of Contents commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.
Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S. and other countries have led, and are likely to continue to lead, to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.
The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Certificate of Incorporation is inapplicable or 27 Table of Contents unenforceable.
The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Certificate of Incorporation is inapplicable or unenforceable.
If Intuitive Machines, LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Intuitive Machines, LLC might be subject to potentially significant tax inefficiencies, and 24 Table of Contents we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
If Intuitive Machines, LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Intuitive Machines, LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol.
Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change 19 Table of Contents as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol.
This concentration of voting power may have a negative impact on the trading price of Class A Common Stock. Our Founders are entitled to vote their shares, and shares over which they have voting control, in their own interests, which may not always be in the interests of our stockholders generally.
This concentration of voting power may have a negative impact on the trading price of Class A Common Stock. 28 Table of Contents Our Founders are entitled to vote their shares, and shares over which they have voting control, in their own interests, which may not always be in the interests of our stockholders generally.
Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S. government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption.
Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S. government security, employment practices, protection of the environment, 20 Table of Contents accuracy of records, proper recording of costs and foreign corruption.
Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “ Risk Factors ” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material.
Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “ Risk Factors ” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material. Our operating results may vary significantly from quarter to quarter.
Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate so that redemptions, exchanges and other transfers of Intuitive Machines, LLC units qualify for one or more such safe harbors.
Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate so that redemptions, exchanges and other transfers of Intuitive Machines, LLC units qualify for one or more such safe harbors.
We act as a subcontractor to prime contractors on multiple government contracts, including NASA’s JETS Program. Our performance as a subcontractor on a government contract, is dependent on the prime contractor’s ability to satisfactorily maintain its relationship with the government and fulfill its obligations under its contracts.
We act as a subcontractor to prime contractors on multiple government contracts, including NASA’s JETS Program and SDA’s Tracking Layer Program. Our performance as a subcontractor on a government contract, is dependent on the prime contractor’s ability to satisfactorily maintain its relationship with the government and fulfill its obligations under its contracts.
For 15 Table of Contents example, the operation and launch of our spacecraft in the United States require licenses and permits from the FCC and the FAA, as well as review by other agencies of the U.S. Government, including the Department of Defense, Department of State, and NASA.
For example, the operation and launch of our spacecraft in the United States require licenses and permits from the FCC and the FAA, as well as review by other agencies of the U.S. Government, including the Department of Defense, Department of State, and NASA.
While our business has grown, and much of that growth has occurred in recent periods, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business.
While our business has grown, and much of that growth has occurred in recent periods, including through the recent acquisition of Lanteris, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business.
This assessment, pursuant to Section 404(a) of the Sarbanes-Oxley Act, must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
This assessment, pursuant to Section 404(a) of the Sarbanes-Oxley Act, must include disclosure of any material weaknesses identified by 18 Table of Contents our management in our internal control over financial reporting.
In addition, satellite deployment mechanisms may fail, which could result in an inability for the satellites to perform their intended mission. Further, it could be more costly, and potentially prohibitively more costly, for us to build and deploy our satellites in the future due to supplier cost increases.
In addition, satellite deployment mechanisms may fail, which could result in an inability for the satellites to perform their 13 Table of Contents intended mission. Further, it could be more costly, and potentially prohibitively more costly, for us to build and deploy our satellites in the future due to supplier cost increases.
Any launch failure, underperformance, mission anomalies, delay or increased cost on lander launches or related services could have a material adverse effect on our results of operations, business prospects and financial condition. We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites.
Any launch failure, underperformance, delay or increased cost on lander launches or related services, including on our IM-3 mission, could have a material adverse effect on our business, results of operations, and financial condition. We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites.
We manufacture and operate highly sophisticated spaceflight systems that depend on complex technology. We also work cooperatively with our suppliers, subcontractors, venture partners and other parties (collectively, “Third Parties”).
We manufacture and operate highly sophisticated satellites and space systems that depend on complex technology. We also work cooperatively with our suppliers, subcontractors, venture partners and other parties (collectively, “Third Parties”).
As a result, our estimates of the annual total addressable market for commercial spaceflight, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.
As a result, our estimates of the annual total addressable market for commercial space systems, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.
Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations.
Additionally, the imposition of tariffs on such raw materials or 14 Table of Contents supplied components could have a material adverse effect on our operations.
As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future are dependent upon the financial results and cash flows of Intuitive Machines, LLC and its subsidiaries and distributions we receive from Intuitive Machines, LLC.
As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses, declare and pay dividends in the future, and otherwise service our debt, including the Convertible Notes, are dependent upon the financial results and cash flows of Intuitive Machines, LLC and its subsidiaries and distributions we receive from Intuitive Machines, LLC.
Under certain circumstances, exercises of the Intuitive Machines, LLC Options, redemptions and exchanges of Intuitive Machines, LLC Common Units pursuant to the Intuitive Machines Members’ redemption and exchange rights as described under the A&R Operating Agreement or other transfers of Intuitive Machines, LLC units could cause Intuitive Machines, LLC to be treated as a publicly traded partnership. Applicable U.S.
Under certain circumstances, exercises of the Intuitive Machines, LLC Options, redemptions and exchanges of Intuitive Machines, LLC Common Units pursuant to the Intuitive Machines Members’ redemption and 27 Table of Contents exchange rights as described under the A&R Operating Agreement or other transfers of Intuitive Machines, LLC units could cause Intuitive Machines, LLC to be treated as a publicly traded partnership.
As of March 18, 2025, our Founders collectively control approximately 62% of the combined voting power of our common stock primarily as a result of their ownership of Class C Common Stock, each share of which is entitled to three votes on all matters submitted to a vote of our stockholders.
As of March 11, 2026, our Founders collectively control approximately 52% of the combined voting power of our common stock primarily as a result of their ownership of Class C Common Stock, each share of which is entitled to three votes on all matters submitted to a vote of our stockholders.
Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “ Risk Factors ” section and the following factors, among others: • the terms of customer contracts that affect the timing of revenue recognition; • variability in demand for our services and solutions; • commencement, completion or termination of contracts during any particular quarter; • timing of shipments and product deliveries; • timing of award or performance incentive fee notices; • timing of significant bid and proposal costs; • the costs of remediating unknown defects, errors or performance problems of our product offerings; • variable purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts; • restrictions on and delays related to the export of defense articles and services; • costs related to government inquiries; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures; • strategic investments or changes in business strategy; • changes in the extent to which we use subcontractors; • seasonal fluctuations in our staff utilization rates; • changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and • the length of sales cycles. 21 Table of Contents Significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any.
Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “ Risk Factors ” section and the following factors, among others: • the terms of customer contracts that affect the timing of revenue recognition; • variability in demand for our services and solutions; • commencement, completion or termination of contracts during any particular quarter; • timing of shipments and product deliveries; • timing of award or performance incentive fee notices; • timing of significant bid and proposal costs; • the costs of remediating unknown defects, errors or performance problems of our product offerings; • variable purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts; • restrictions on and delays related to the export of defense articles and services; • costs related to government inquiries; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures; • strategic investments or changes in business strategy; • changes in the extent to which we use subcontractors; 22 Table of Contents • seasonal fluctuations in our staff utilization rates; • changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and • the length of sales cycles.
Our estimates for the total addressable market for commercial spaceflight are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing 11 Table of Contents and operational processes and general market conditions.
Our estimates for the total addressable market for commercial space systems are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing and operational processes and general market conditions.
The Certificate of Incorporation, By-Laws, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock.
The Certificate of Incorporation, By-Laws, and the Delaware General Corporate Law (“DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock.
In addition, U.S. export control laws continue to change. For example, the control lists under the ITAR and the EAR are periodically updated to reclassify specific types of export-controlled technology.
In addition, U.S. export control laws, including those applicable to sensitive technologies, continue to change. For example, the control lists under the ITAR and the EAR are periodically updated to reclassify specific types of export-controlled technology.
Sales of a substantial number of our shares of Class A Common Stock in the public market by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
Sales of a substantial number of our shares of Class A Common Stock in the public market by our existing securityholders, including through the exercise of registration rights granted by us, or the perception that those sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following: • The U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate; • U.S. government spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting, U.S. government spending priorities and levels; and • We may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state and local governments.
The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following: • The U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate; • U.S. government spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting, U.S. government spending priorities and levels; and • We may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state and local governments. 17 Table of Contents Furthermore, we believe continued budget pressures could have serious negative consequences for the security of the U.S., the defense industrial base and the customers, employees, suppliers, investors and communities that rely on companies in the defense industrial base.
Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations. 13 Table of Contents Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.
Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.
Risks Relating to Our Capital Resources Our indebtedness could expose us to risks that could adversely affect our business, results of operations and financial condition. In the future, we may incur indebtedness.
Risks Relating to Our Capital Resources Our indebtedness could expose us to risks that could adversely affect our business, financial condition, and results of operations.
If we fail to obtain additional capital, we may be unable to sustain operations. We expect to continue to incur operating losses for the foreseeable future as we continue to expand and develop, and we may need additional capital from external sources.
We may need additional capital to fund our operations. If we fail to obtain additional capital, we may be unable to sustain operations. We have incurred operating losses and may incur operating losses in the future as we continue to expand and develop, our business, and we may need additional capital from external sources in the future.
Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services. We are subject to competition based upon product designs, performance, pricing, quality, and services.
Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services.
These efforts will require us to invest significant financial and 9 Table of Contents other resources, including in industries and sales channels in which we have limited experience to date.
Future growth will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date.
Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms. We rely on a limited number of suppliers for certain raw materials and supplied components.
We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.
If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations. Customer concentration creates risks for our business.
If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations. We have a history of net operating losses and may not achieve profitability in the future.
If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, information technology, cybersecurity and manufacturing functions.
If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, information technology, cybersecurity and manufacturing functions. For example, on January 13, 2026, we completed the acquisition of Lanteris, approximately 1,170 employees to the Company.
For example, any changes to the jurisdictional assignment of controlled data or hardware used by us could result in the need for different export authorizations, each then subject to a subsequent approval.
For example, any changes to the jurisdictional assignment of controlled data or hardware used by us could result in the need for different export authorizations, each then subject to a subsequent approval. As a result of any changes, we may, despite our compliance efforts, inadvertently act inconsistently with these laws.
If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected. Disruptions in U.S. government operations and funding could harm our business, results of operations, and financial condition could be harmed . Any disruptions in federal government operations could have a material adverse effect on our revenues, earnings, and cash flows.
If we are unable to compete successfully, our business, financial condition, and results of operations would be adversely affected. Disruptions in U.S. government operations and funding, including government shutdowns, could harm our business, financial condition, and results of operations could be harmed .
Defects may also occur in components and products that we manufacture or purchase from Third Parties. Most of the launch vehicles, spacecraft and spacecraft components we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments.
Most of the launch vehicles, spacecraft and spacecraft components we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments.
Our product performance, engineering expertise, and product quality have been important factors in our growth. While we try to maintain competitive pricing on those products that are directly comparable to products manufactured by others, in many instances our products will conform to more exacting specifications and carry a higher price than analogous products.
While we try to maintain competitive pricing on those products that are directly comparable to products manufactured by others, in many instances our products will conform to more exacting specifications and carry a higher price than analogous products. Many of our customers and potential customers have the capacity to design and internally manufacture products that are similar to our products.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.
In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.
We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.
We may not be able to obtain sufficient raw materials or supplied components to manage our inventory, meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production and could in turn result in reduced sales and profits, contract penalties or terminations and damage to customer relationships and could have a material adverse effect on our operating results, financial condition, or cash flows.
Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective.
Although we follow processes to protect our intellectual property, there is no absolute assurance that the steps taken to protect our technology will prevent misappropriation or infringement. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective.
We are a holding company and have no material assets other than our equity interest in Intuitive Machines, LLC.
Intuitive Machines, LLC’s ability to make such distributions may be subject to various limitations and restrictions. We are a holding company and have no material assets other than our equity interest in Intuitive Machines, LLC.
We sell complex and technologically advanced products and services, including rocket launch services, mission services, satellite services, spacecraft and spacecraft components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation.
Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from Third Parties.
Risks Relating to Our Organizational Structure Our principal asset is our interest in Intuitive Machines, LLC, and, accordingly, we will depend on distributions from Intuitive Machines, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends. Intuitive Machines, LLC’s ability to make such distributions may be subject to various limitations and restrictions.
We can provide no assurances as to the financial stability or viability of the option counterparties. Risks Relating to Our Organizational Structure Our principal asset is our interest in Intuitive Machines, LLC, and, accordingly, we will depend on distributions from Intuitive Machines, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends.
In connection with the consummation of the Transactions, we entered into a Tax Receivable Agreement with Intuitive Machines, LLC and certain Intuitive Machines Members (the “TRA Holders”).
We are party to a Tax Receivable Agreement with Intuitive Machines, LLC and certain Intuitive Machines Members (the “TRA Holders”).
Reductions in revenue in a particular quarter could lead to lower profitability in that quarter because a relatively large amount of our expenses are fixed in the short-term. We may incur significant operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in that same quarter.
We expect our revenue and operating results to vary from quarter to quarter. Reductions in revenue in a particular quarter could lead to lower profitability in that quarter because a relatively large amount of our expenses are fixed in the short-term.
We may incorporate AI solutions into our core offerings, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than we may, which could impair our ability to compete effectively and adversely affect our results of operations.
For example, we currently use an isolated private instance of a corporate AI chatbox and Gilab DUO. Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than we may, which could impair our ability to compete effectively and adversely affect our results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur costs to adequately counter the risk of cyber-attacks and to comply with contractual and/or regulatory compliance requirements may increase significantly in the future.
Biggest changeWe have not experienced any cybersecurity incidents, nor have we identified risks from known cybersecurity threats, that have had a material impact on our business strategy, results of operations or financial condition. Our costs to adequately counter the risk of cyber-attacks and to comply with contractual and/or regulatory compliance requirements may increase significantly in the future.
As a government contractor, we must comply with extensive regulations, including requirements imposed by International Standards such as ISO/IEC 20000-1:2018 Information Technology – Service Management and ISO/IEC 27001:2013 Information Technology – Security Techniques, National Institute of Standards and Technology (NIST) Special Publication (SP) 800 Series requirements and controls, Cybersecurity and Infrastructure Security Agency (CISA) guidance, applicable Federal Information Processing Standards (FIPS) and Federal Acquisition Regulations guidance, and are continuing progress towards full implementation of the Cybersecurity Maturity Model Certification (CMMC) 2.0 standards in 2025.
As a government contractor, we must comply with extensive regulations, including requirements imposed by International Standards such as ISO/IEC 20000-1:2018 Information Technology – Service Management and ISO/IEC 27001:2013 Information Technology – Security Techniques, National Institute of Standards and Technology (NIST) Special Publication (SP) 800 Series requirements and controls, Cybersecurity and Infrastructure Security Agency (CISA) guidance, applicable Federal Information Processing Standards (FIPS) and Federal Acquisition Regulations guidance, and are continuing progress towards full implementation of the Cybersecurity Maturity Model Certification (CMMC) 2.0 standards in 2026.
For a description of possible risks associated with a cybersecurity incident, refer to Part I, Item 1A Risk Factors of this Annual Report, “ If any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be, breached or if unauthorized processing of customer or third-party data is otherwise performed, public perception of our products services may be harmed, and we may lose business and incur losses or liabilities.” Governance The Board oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives, senior leadership regularly briefs the Board of Directors on our cybersecurity and information security posture and the Board of Directors is apprised of cybersecurity threats.
For a description of possible risks associated with a cybersecurity incident, refer to Part I, Item 1A Risk Factors of this Annual Report, “ If any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be, breached or if unauthorized processing of customer or third-party data is otherwise performed, public perception of our products services may be harmed, and we may lose business and incur losses or liabilities.” 32 Table of Contents Governance The Board oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives, senior leadership regularly briefs the Board of Directors on our cybersecurity and information security posture and the Board of Directors is apprised of cybersecurity threats.
The current Senior Director of IT and Cybersecurity is a Certified Information Systems Security Professional (“CISSP”) and has 28 years of IT industry experience in operations and cybersecurity planning and implementations for organizations internal to NASA, Jacobs Engineering, and Lockheed Martin.
The current Senior Director of IT and Cybersecurity is a Certified Information Systems Security Professional (“CISSP”) and has 29 years of IT industry experience in operations and cybersecurity planning and implementations for organizations internal to NASA, Jacobs Engineering, and Lockheed Martin.
Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management process. 29 Table of Contents We have implemented cybersecurity policies and frameworks based on industry and governmental standards.
Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management process. We have implemented cybersecurity policies and frameworks based on industry and governmental standards.
We also engage with third party consultants to assess cyber risk to both our mission operations network and our business operations network. We have not experienced any cybersecurity incidents that have had a material impact on our business strategy, results of operations or financial condition.
We also engage with third party consultants to assess cyber risk to both our mission operations network and our business operations network.
Added
In addition, in connection with the acquisition of Lanteris completed on January 13, 2026, we entered into a Transition Service Agreement (“TSA”) with Vantor under which Vantor provides comprehensive cybersecurity and IT security services to Lanteris for an initial nine-month period while Lanteris establishes independent cybersecurity infrastructure.
Added
Lanteris and Vantor were both part of Maxar Technologies, with Vantor managing cybersecurity and IT operations. Under the TSA, Vantor provides continuous security monitoring and incident response through a 24/7 Security Operations Center supplemented by managed detection and response services, endpoint and cloud security protections, email security, network threat detection, vulnerability management, threat intelligence, and vendor risk assessment capabilities.
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Vantor's cybersecurity organization is led by a Chief Information Security Officer, with dedicated teams for security operations, threat intelligence, cyber engineering, vulnerability management, cyber resiliency, governance risk and compliance, and program management. This organizational structure will continue through the duration of the TSA.
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Lanteris is transitioning these services to independently managed infrastructure, establishing direct vendor relationships, implementing security governance frameworks, and building equivalent monitoring and incident response capabilities. Lanteris has a dedicated cybersecurity team of 12 professionals covering security architecture and engineering, governance, risk and compliance, and application security. We expect to exit the TSA for cybersecurity services by October 2026.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Houston, Texas. Our principal facility is a leased facility located in Houston, Texas which includes our corporate headquarters and Lunar Production and Operations Center (“LPOC”) at the Houston Spaceport at Ellington Airport.
Biggest changeItem 2. Properties Houston, Texas. Our corporate headquarters, completed in late 2023, is a leased facility at the Houston Spaceport at Ellington Airport that provides office and advanced production space. In July 2025, we executed a sublease for additional office and production space at the Houston Spaceport at Ellington Airport.
Removed
The center was completed in late 2023 and spans across about 12.5 acres of real estate, and has more than 100,000 square feet of office and advanced production space.
Added
The leased production space includes turn-key production equipment, including test facilities. Palo Alto and San Jose, California. Lanteris, the Company’s recent acquisition that closed in January 13, 2026, operates out of multiple locations in California that provides manufacturing and office space.
Removed
The LPOC serves as a production and testing facility of lunar lander components and other aerospace related operations and features tiered storage, an advanced loading dock, and a production area with 45-foot ceilings and crane capable of handling our Nova Lunar Lander designs. Glen Burnie, Maryland.
Added
The Palo Alto facility supports spacecraft design, systems engineering, and program management and the San Jose facility supports large-scale spacecraft manufacturing, assembly, integration, and testing. In addition, we lease various other facilities within the United States to support mechanisms and robotics, research and development, manufacturing and office space.
Removed
In 2024, we expanded our presence and opened our leased 22,000 square foot Maryland facility that focuses on mechanisms and robotics. This facility builds and tests space-flight equipment and hardware. The staff consists primarily of mechanical and aerospace engineers, as well as electromechanical technicians and related engineering support staff. Phoenix, Arizona.
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We believe that our facilities are adequate to meet our needs for the immediate future.
Removed
In 2024, in connection with the Lunar Reconnaissance Orbiter Camera (“LROC”) and Shadow Cam subcontracts, we opened our leased 16,000 square foot lunar data analytics facility in Phoenix, Arizona where we perform operations for lunar assets and operations, analyze landing site and mobility paths on the Moon.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn addition, from time to time, we may receive letters or other forms of communication asserting claims against us. Information relating to commitments and contingencies is described in Note 14 - Commitments and Contingencies to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Biggest changeIn addition, from time to time, we may receive letters or other forms of communication asserting claims against us.
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On November 22, 2024, Starlight Strategies IV LLC (“Plaintiff”), an alleged successor in interest to a purported former holder of shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) filed a breach of contract action in Delaware Chancery Court.
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The complaint alleges that the Plaintiff’s predecessor received fewer shares of common stock upon conversion of its shares of Series A Preferred Stock than it was allegedly entitled to receive under the terms of the applicable certificate of designation. The Plaintiff is seeking unspecified contractual damages and equitable relief.
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The Company has filed its answer to the complaint and asserted counterclaims against the Plaintiff and third-party claims against certain entities affiliated with the Plaintiff. Also, on 33 Table of Contents January 24, 2025, Kingstown 1740 Fund L.P. and Kingstown Capital Partners LLC (together, “Kingstown”) moved to intervene, seeking to file a complaint in intervention against Starlight.
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The court granted Kingstown leave to intervene. In connection with the intervention, the Company has agreed to pay Kingstown’s legal fees. In February 2026, the Company and Plaintiff filed motions for summary judgment. The court granted parties leave to move for summary judgment.
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The Company has not recorded an accrual related to this matter because a loss is not considered probable or reasonably estimable at this time. In October 2023, the Civil Division of the U.S.
Added
Department of Justice issued a Civil Investigative Demand as part of an investigation into allegations that Lanteris submitted, or caused to be submitted, false claims to the federal government by failing to meet cybersecurity requirements in federal regulations and government contracts issued to Lanteris and made or used false records or statements material to these false claims.
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In late 2025, the Department of Justice presented its initial civil investigation review to Lanteris that it alleged constitute False Claims Act violations related to certain federal government contracts awarded to it. Lanteris is cooperating with the investigation.
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In connection with the Company’s acquisition of Lanteris, the Seller Parent (as defined in the Lanteris Purchase Agreement) agreed to indemnify Intuitive Machines and its affiliates for the liability of Lanteris related to this investigation.
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At the request of the Department of Justice, a response and counter arguments to dispute the department’s assertions against Lanteris of False Claims Act violations will be made in the coming months.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSale of Unregistered Securities and Use of Proceeds Sales of unregistered equity securities were previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
Biggest changeThere were no other unregistered sales of our equity securities during the fiscal year ended December 31, 2025 , that were not otherwise disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Issuer Purchases of Equity of Securities None.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbol “LUNR.” Holders As of March 18, 2025, there were 41 holders of record of our Class A Common Stock, 0 holders of record of our Class B Common Stock, 5 holders of record of our Class C Common Stock and 1 holder of record of our Series A Preferred Stock.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A Common Stock is listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbol “LUNR.” Holders As of March 11, 2026, there were 110 holders of record of our Class A Common Stock, 0 holders of record of our Class B Common Stock, 5 holders of record of our Class C Common Stock and 1 holder of record of our Series A Preferred Stock.
Holders of our Class B Common Stock and Class C Common Stock do not have any right to receive dividends.
We have no current plans to pay dividends on our Class A Common Stock in the foreseeable future. Holders of our Class B Common Stock and Class C Common Stock do not have any right to receive dividends.
Removed
In calculating the number of shareholders, we consider clearing agencies and security position listings as one shareholder for each agency or listing. Dividend Policy We have not declared or paid dividends on our common stock to date. We have no current plans to pay dividends on our Class A Common Stock in the foreseeable future.
Added
The number of Class A common stockholders does not include the stockholders whose shares are held in “street name” by brokers, financial institutions, and other nominees. The actual number of stockholders is greater than the number of holders of record. Dividend Policy We have not declared or paid dividends on our common stock to date.
Removed
Additionally, you may refer to the following footnote disclosures in this Annual Report on Form 10-K for information on these transactions related to unregistered equity securities: Note 2 for information on the Series A Investment related to the Business Combination, and Note 8 for information on the sell of securities in a private placement with Armistice Capital Master Fund Ltd, and the sell of securities in a private offering with an accredited investor.
Added
Sale of Unregistered Securities and Use of Proceeds On October 1, 2025, the Company issued an aggregate of 1,104,178 shares of Class A Common Stock, valued at $11.7 million, to the seller as partial consideration in connection with the Company’s acquisition of KinetX.
Removed
Issuer Purchases of Equity of Securities None. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes our equity compensation plans information as of December 31, 2024. See Note 10 - Share-Based Compensation and Retirement Benefits of the consolidated financial statements included in this Annual Report on Form-10K for a description of each plan.
Added
The shares of Class A Common Stock were issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Removed
Plan Category Number of securities to be issued upon exercise of outstanding restricted stock units and options (a) Weighted-average exercise price of outstanding restricted stock options and options (b) (1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by shareholders: 2021 Plan 989,423 $ 3.54 — 2023 Plan (2) 3,307,039 $ — 8,060,355 Equity compensation plans not approved by shareholders — — Total 4,296,462 8,060,355 (1) Reflects the effects of the Business Combination (as discussed in Note 1 ) in which share-based compensation awards of legacy Intuitive Machines, LLC were converted into share-based compensation awards of Intuitive Machines using an exchange ratio of 0.5562 .
Added
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Shareholders Meeting.
Removed
(2) Column (a) represents shares of common stock that may be issued upon the vesting and settlement of service-based RSUs with no consideration of an exercise price. 31 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, $ Change (in thousands) 2024 2023 Revenue $ 228,000 $ 79,551 $ 148,449 Operating expenses: Cost of revenue (excluding depreciation) 190,369 101,044 89,325 Cost of revenue (excluding depreciation) - affiliated companies 34,862 2,949 31,913 Depreciation 1,859 1,376 483 Impairment of property and equipment 5,044 964 4,080 General and administrative expense (excluding depreciation) 53,262 34,337 18,925 Total operating expenses 285,396 140,670 144,726 Operating loss (57,396) (61,119) 3,723 Other income (expense), net: Interest income (expense), net 180 (823) 1,003 Change in fair value of earn-out liabilities (120,124) 66,252 (186,376) Change in fair value of warrant liabilities (77,651) 15,435 (93,086) Change in fair value of SAFE Agreements — (2,353) 2,353 Loss on issuance of securities (93,136) (6,729) (86,407) Other income (expense), net 1,242 (483) 1,725 Total other income (expense), net (289,489) 71,299 (360,788) Income (loss) before income taxes (346,885) 10,180 (357,065) Income tax expense (37) (40) 3 Net income (loss) (346,922) 10,140 (357,062) Net loss attributable to Intuitive Machines, LLC prior to the Business Combination — (6,481) 6,481 Net income (loss) (post Business Combination) (346,922) 16,621 (363,543) Net loss attributable to redeemable noncontrolling interest (67,004) (45,141) (21,863) Net income attributable to noncontrolling interest 3,495 — 3,495 Net income (loss) attributable to the Company (283,413) 61,762 (345,175) Less: Preferred dividends (896) (2,343) 1,447 Net income (loss) attributable to Class A common shareholders $ (284,309) $ 59,419 $ (343,728) Revenue Revenue for the years ended December 31, 2024 and 2023 was primarily driven by NASA and other commercial payload contracts associated with the IM-1, IM-2 and IM-3 lunar payload missions as well as the OMES III contract where we provide engineering services to the Landsat Servicing mission at the Goddard Space Flight Center in Maryland.
Biggest changeYear Ended December 31, $ Change (in thousands) 2025 2024 Revenues: Service revenue $ 207,132 $ 228,000 $ (20,868) Grant revenue 2,927 — 2,927 Total revenues 210,059 228,000 (17,941) Operating expenses: Cost of revenue (excluding depreciation and amortization) 177,247 190,369 (13,122) Cost of revenue (excluding depreciation and amortization) - affiliated companies 23,822 34,862 (11,040) Depreciation and amortization 3,597 1,859 1,738 Impairment of property and equipment — 5,044 (5,044) General and administrative expense (excluding depreciation and amortization) 92,624 53,262 39,362 Total operating expenses 297,290 285,396 11,894 Operating loss (87,231) (57,396) (29,835) Other income (expense): Interest income 15,272 272 15,000 Interest expense (4,177) (92) (4,085) Change in fair value of earn-out liabilities (33,369) (120,124) 86,755 Change in fair value of warrant liabilities 8,384 (77,651) 86,035 Change in fair value of contingent consideration liabilities (1,854) — (1,854) Loss on issuance of securities — (93,136) 93,136 Other income, net 91 1,242 (1,151) Total other expense, net (15,653) (289,489) 273,836 Loss before income taxes (102,884) (346,885) 244,001 Income tax expense (3,962) (37) (3,925) Net loss (106,846) (346,922) 240,076 Net loss attributable to redeemable noncontrolling interest (25,059) (67,004) 41,945 Net income attributable to noncontrolling interest 1,507 3,495 (1,988) Net loss attributable to the Company (83,294) (283,413) 200,119 Less: Preferred dividends (616) (896) 280 Net loss attributable to Class A common shareholders $ (83,910) $ (284,309) $ 200,399 Revenues Revenue for the years ended December 31, 2025 and 2024 was primarily driven by NASA and other commercial payload contracts associated with our lunar payload missions as well as the OMES III contract where we provide engineering services to the Landsat Servicing mission at the Goddard Space Flight Center in Maryland, the NSN contract for the development of a satellite communications and navigation network, and the LTV contract leading the development of the Moon RACER Lunar Terrain Vehicle.
Over time, we expect our research and development expenditures to continue to grow on an absolute basis, but remain consistent or decrease as a percent of our total revenue as we expand our service offerings. Components of Results of Operations Revenue We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials or a combination of the three.
Over time, we expect our research and development expenditures to continue to grow on an absolute basis, but remain consistent or decrease as a percent of our total revenue as we expand our service offerings. Components of Results of Operations Service revenue We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials or a combination of the three.
Other income (expense), net Other (expense) income, net primarily consists of immaterial miscellaneous income sources. Income tax expense Intuitive Machines, Inc. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes.
Other income, net Other income, net primarily consists of immaterial miscellaneous income sources. Income tax expense Intuitive Machines, Inc. is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes.
As a result of the successful landing on the lunar surface, previously constrained revenue of approximately $12.3 million as of December 31, 2023 was released and approximately $11.6 million was 42 Table of Contents recognized as revenue during the first quarter of 2024, bringing the total IM-1 mission contract revenue under NASA and other commercial fixed-priced contracts to $132.4 million.
As a result of the successful landing on the lunar surface, previously constrained revenue of 42 Table of Contents approximately $12.3 million as of December 31, 2023 was released and approximately $11.6 million was recognized as revenue during the first quarter of 2024, bringing the total IM-1 mission contract revenue under NASA and other commercial fixed-priced contracts to $132.4 million.
Emerging Growth Company Status We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Emerging Growth Company and Smaller Reporting Company Status We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
U.S. federal government expenditures and private enterprise investment have fueled our growth in recent years, and it has resulted in our continued ability to secure increasingly valuable contracts for products and services in 2024. An increased focus on U.S. federal government spending could unfavorably impact the space exploration sector in the future. On January 20, 2025, President Donald J.
U.S. federal government expenditures and private enterprise investment have fueled our growth in recent years, and it has resulted in our continued ability to secure increasingly valuable contracts for products and services. An increased focus on U.S. federal government spending could unfavorably impact the space exploration sector in the future. On January 20, 2025, President Donald J.
Our ability to continue to innovate We design, build, and test our landers, spacecraft and subsystems in-house and operate at the forefront of composite structures, liquid rocket engines, guidance, navigation and control software, precision landing and hazard avoidance software, and advanced manufacturing techniques.
Our ability to continue to innovate We design, build, and test our landers, satellites, spacecraft and subsystems in-house and operate at the forefront of composite structures, liquid rocket engines, guidance, navigation and control software, precision landing and hazard avoidance software, and advanced manufacturing techniques.
(2) From time-to-time, we enter into long-term commitments with vendors to purchase launch services and for the development of certain components in conjunction with our obligations under revenue contracts with our customers. This represents our significant remaining purchase obligations under non-cancelable commitments. See Note 7 of the consolidated financial statements for information regarding our tax receivable agreement.
(2) From time-to-time, we enter into long-term commitments with vendors to purchase launch services and for the development of certain components in conjunction with our obligations under revenue contracts with our customers. This represents our significant remaining purchase obligations under non-cancelable commitments. See Note 9 of the consolidated financial statements for information regarding our tax receivable agreement.
Loss on issuance of securities In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion as discussed in Notes 9 and 11 to the consolidated financial statements, the Company issued warrants and recognized a loss on the issuance as the fair value of the securities exceeded the gross proceeds at the issuance date.
Loss on issuance of securities In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion as discussed in Notes 11 and 13 to the consolidated financial statements, the Company issued warrants and recognized a loss on the issuance as the fair value of the securities exceeded the gross proceeds at the issuance date.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Critical Accounting Policies and Estimates We believe that the following accounting policies involve a high degree of judgement and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Critical Accounting Policies and Estimates We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.
At each period end, the warrants are remeasured to their fair value with the changes during the period recognized in other income (expense) on our consolidated statement of operations. See Notes 9 and 11 of the consolidated financial statements for additional information on the warrant liabilities.
At each period end, the warrants are remeasured to their fair value with the changes during the period recognized in other income (expense) on our consolidated statement of operations. See Notes 11 and 13 of the consolidated financial statements for additional information on the warrant liabilities.
Under the overtime revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at completion. 38 Table of Contents Revenue from long-term contracts can fluctuate from period to period largely based on the stage of the project and overall mission.
Under the overtime revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at completion. Revenue from long-term contracts can fluctuate from period to period largely based on the stage of the project and overall mission.
The period over period comparison of financial results is not necessarily indicative of future results. The following table sets forth information regarding our consolidated results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The period over period comparison of financial results is not necessarily indicative of future results. The following table sets forth information regarding our consolidated results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes. 40 Table of Contents Net loss attributable to redeemable noncontrolling interest Noncontrolling interests represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own.
Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes. Net loss attributable to redeemable noncontrolling interest Noncontrolling interests represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own.
If our existing programs and project pursuits are not focused on the federal government’s higher priorities, our business, prospects, financial condition and operating results could be adversely affected. Ability to improve profit margins and scale our business The growth of our business is dependent on our ability to improve our profit margins over time while successfully scaling our business.
If our existing programs and project pursuits are not focused on the federal government’s higher priorities, our business, prospects, financial condition and operating results could be adversely affected. 38 Table of Contents Ability to improve profit margins and scale our business The growth of our business is dependent on our ability to improve our profit margins over time while successfully scaling our business.
GAAP. • Free Cash Flow may not be comparable to similarly titled metrics of other companies due to differences among methods of calculation. 46 Table of Contents • Free Cash Flow may be affected in the near to medium term by the timing of capital investments, fluctuations in our growth and the effect of such fluctuations on working capital and changes in our cash conversion cycle.
GAAP. • Free Cash Flow may not be comparable to similarly titled metrics of other companies due to differences among methods of calculation. • Free Cash Flow may be affected in the near to medium term by the timing of capital investments, fluctuations in our growth and the effect of such fluctuations on working capital and changes in our cash conversion cycle.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations As a result of the closing of the Business Combination on February 13, 2023, which was accounted for as a reverse recapitalization in accordance with U.S.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations As a result of the closing of the Business Combination (as defined in Note 1 ) on February 13, 2023, which was accounted for as a reverse recapitalization in accordance with U.S.
Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. Our capital expenditures are primarily related to machinery and equipment, computers and software, and leasehold improvements.
Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. Our capital expenditures are primarily related to machinery and equipment, computers and software, and leasehold improvements for general corporate and operational purposes.
Some of these limitations are: • Adjusted EBITDA does not reflect interest income, interest expense or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us; • Adjusted EBITDA does not consider the impact of share-based compensation expense, which is expected to continue to be part of our compensation strategy; • Adjusted EBITDA does not consider the impact of change in fair value of SAFE Agreements, change in fair value of earn-out liabilities, change in fair value of warrant liabilities, loss on issuance of securities, or impairment of property and equipment, that we do not consider to be routine in nature for the ongoing financial performance of our business; • Adjusted EBITDA excludes non-cash charges for depreciation of property and equipment, and although the assets being depreciated may have to be replaced in the future, Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and • Adjusted EBITDA does not reflect provisions for income taxes, which may represent a reduction in cash available to us.
Some of these limitations are: • Adjusted EBITDA does not reflect interest income, interest expense, transaction and integration costs related to acquisitions or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us; • Adjusted EBITDA does not consider the impact of share-based compensation expense, which is expected to continue to be part of our compensation strategy; • Adjusted EBITDA does not consider the impact of change in fair value of SAFE Agreements, change in fair value of earn-out liabilities, change in fair value of warrant liabilities, change in fair value of contingent consideration liabilities, loss on issuance of securities, or impairment of property and equipment, that we do not consider to be routine in nature for the ongoing financial performance of our business; • Adjusted EBITDA excludes non-cash charges for depreciation of property and equipment, and although the assets being depreciated may have to be replaced in the future, Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and 45 Table of Contents • Adjusted EBITDA does not reflect provisions for income taxes, which may represent a reduction in cash available to us.
See Notes 2 and 11 of the consolidated financial statements for additional information on the earn-out liabilities. Change in fair value of warrant liabilities In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has issued warrants which are classified as liabilities on our balance sheet.
See Notes 2 and 13 of the consolidated financial statements for additional information on the earn-out liabilities. 40 Table of Contents Change in fair value of warrant liabilities In connection with the Private Placement, Warrant Exercise Agreement, and the Bridge Loan Conversion, the Company has issued warrants which are classified as liabilities on our balance sheet.
We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses of cash on a short and long-term basis are for working capital requirements, capital expenditures, general corporate purposes, including operations, research and development and potential mergers and acquisitions.
We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses of cash on a short and long-term basis are for working capital requirements, general corporate purposes, and capital expenditures as well as research and development efforts and potential mergers and acquisitions.
As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods as a percentage of total revenue. 39 Table of Contents Interest income (expense), net Interest income (expense), net consists of interest income earned on cash and cash equivalents and short-term investment balances held by us in interest bearing demand deposit accounts.
As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods as a percentage of total revenue. Interest income Interest income consists of interest income earned on cash and cash equivalents and short-term investment balances held by us in interest bearing demand deposit accounts.
General and administrative expense (excluding depreciation) Selling, general and administrative expense (excluding depreciation) consist primarily of personnel-related expenses for our sales, marketing, supply chain, research and development (“R&D”), finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, professional services, insurance, travel, allocated overhead and other marketing, communications and administrative expenses.
General and administrative expense (excluding depreciation and amortization) Selling, general and administrative expense (excluding depreciation and amortization) consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, professional services, insurance, travel, allocated overhead and other marketing, communications and administrative expenses.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any additional indebtedness that we may incur. Our ability to expand spaceflight mission operations Our success will partially depend on our ability to expand our lunar mission operations in 2025 and beyond.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any additional indebtedness that we may incur. Our ability to expand spaceflight mission operations Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in 2026 and beyond.
The financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. for the periods February 13, 2023 forward and resulted in the allocation of approximately 35.5% of Intuitive Machines, LLC’s net loss to noncontrolling interests.
The financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. for the periods February 13, 2023 forward and resulted in the allocation of approximately 32.6% of Intuitive Machines, LLC’s net loss to noncontrolling interests.
We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income, interest expense, share based compensation, change in fair value instruments, gain or loss on issuance of securities, other income/expense, depreciation, impairment of property and equipment, and provision for income taxes.
We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income, interest expense, transaction and integration costs related to acquisitions, share based compensation, change in fair value instruments, gain or loss on issuance of securities, other income/expense, depreciation, impairment of property and equipment, and provision for income taxes.
Total IM-3 mission estimated revenue under fixed-priced contracts is $93.0 million (excluding constrained revenue of $9.7 million) as of December 31, 2024 as compared to $80.9 million as of December 31, 2023.
Total IM-3 mission estimated revenue under fixed-priced contracts is $91.3 million (excluding constrained revenue of $9.7 million) as of December 31, 2025 as compared to $93.0 million as of December 31, 2024.
Key Factors Affecting Our Performance We believe that our future success and financial performance depend on several factors that present significant opportunities for our business, but also pose risks and challenges, including those discussed below and in the section titled Part I., Item 1A. “Risk Factors” in this Annual Report.
See Note 19 - Subsequent Events for additional information. Key Factors Affecting Our Performance We believe that our future success and financial performance depend on several factors that present significant opportunities for our business, but also pose risks and challenges, including those discussed below and in the section titled Part I., Item 1A. “Risk Factors” in this Annual Report.
Depreciation Depreciation consists of the depreciation of tangible fixed assets for the relevant period based on the straight-line method over the useful life of the assets. Tangible fixed assets include property and equipment.
Depreciation and amortization Depreciation consists of the depreciation of tangible fixed assets for the relevant period based on the straight-line method over the useful life of the assets. Tangible fixed assets include property and equipment. Amortization consists of the amortization of finite-lived intangibles for the relevant period based on the straight-line method over the useful life of the assets.
Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. Our revenue is primarily generated from the progress on long-term lunar mission contracts and engineering services for the research, design, development, and manufacturing of advancement technology aerospace system. Revenue is measured based on the amount of consideration specified in a contract with a customer.
Our revenue is primarily generated from the progress on long-term lunar mission contracts and engineering services for the research, design, development, and manufacturing of advancement technology aerospace system. Revenue is measured based on the amount of consideration specified in a contract with a customer.
As further described in Note 17 - Subsequent Events, the Company announced on February 4, 2025, the redemption of all of its outstanding warrants (the Public Warrants and Private Warrants as defined in Note 9, collectively the “Warrants”) and Warrants remaining unexercised as of March 6, 2025 (the “Redemption Date”) were redeemed by the Company for $0.01 per Warrant.
Warrant Redemption On February 4, 2025 the Company announced the redemption of all of its outstanding warrants (the Public Warrants and Private Warrants as defined in Note 11, collectively the “Warrants”) and Warrants remaining unexercised as of March 6, 2025 (the “Redemption Date”) were redeemed by the Company for $0.01 per Warrant.
See Note 4 to the consolidated financial statements for additional information.
See Note 5 to the consolidated financial statements for additional information.
The following table presents our backlog as of the periods indicated: (in thousands) December 31, 2024 December 31, 2023 Backlog $ 328,345 $ 268,566 Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods.
The following table presents our backlog as of the periods indicated: (in thousands) December 31, 2025 December 31, 2024 Backlog $ 213,070 $ 328,345 Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods.
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from the recent banking crisis, rising interest rates, sustained inflation and recession fears, supply chain disruptions, monetary and fiscal policy measures (including future actions or inactions of the United States government related to the “debt-ceiling”), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, and the political and regulatory environment on our business, customers, suppliers and other third parties.
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from elevated interest rates, sustained inflation and recession fears, supply chain disruptions, monetary and fiscal policy measures (including future actions or inactions of the United States government related to the “debt-ceiling” or “Department of Government Efficiency” actions), heightened geopolitical tensions (such as the war in Ukraine and Israel), changes to the U.S. federal budget, current or future government shutdowns, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration) on our business, customers, suppliers and other third parties.
Income tax expense For the years ended December 31, 2024 and 2023, we recognized a combined U.S. federal and state expense for income taxes of $37 thousand and $40 thousand, respectively. The effective combined U.S. federal and state income tax rates were (0.01%) and 0.39% for the years ended December 31, 2024 and 2023, respectively.
Income tax expense For the years ended December 31, 2025 and 2024, we recognized a combined U.S. federal and state expense for income taxes of $4.0 million and $37 thousand, respectively. The effective combined U.S. federal and state income tax rates were (3.85%) and (0.01%) for the years ended December 31, 2025 and 2024, respectively.
Our growth opportunity is dependent on our ability to win lunar missions and expand our portfolio of services. Our ability to sell additional products and services to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution.
Our ability to sell additional products and services to existing customers is a key part of our success, as follow-on purchases indicate customer satisfaction and decrease the likelihood of competitive substitution.
Total IM-4 mission estimated revenue under fixed-priced contracts is $105.2 million (excluding constrained revenue of $11.7 million) as of December 31, 2024.
Total IM-4 mission estimated revenue under fixed-priced contracts is $123.7 million (excluding constrained revenue of $16.2 million) as of December 31, 2025.
Investing Activities During the year ended December 31, 2024, investing activities used $10.1 million of net cash as compared to $29.9 million of net cash used during the year ended December 31, 2023.
Investing Activities During the year ended December 31, 2025, investing activities used $56.6 million of net cash as compared to $10.1 million of net cash used during the year ended December 31, 2024.
The difference of $159.6 million was primarily due $66.0 million of variable consideration associated with constrained revenue and $93.6 million in backlog related to the funded value of the OMES III project and various other time and materials service contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.
The difference of $110.3 million was primarily due to $39.3 million of variable consideration associated with constrained revenue and $71.0 million in backlog related to the funded value of the OMES III contract, the NSN contract, and various other contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.
During the first quarter of 2025, the Company received approximately $176.6 million in gross proceeds from the Warrant exercises of 15,358,229. On the Redemption Date, a total of 6,571,724 Warrants remained unexercised and the Company redeemed those Warrants for an aggregate redemption price of $66 thousand.
During the first quarter of 2025, the Company received approximately $176.6 million in gross proceeds from the exercise of 15,358,229 Warrants. On the Redemption Date, a total of 6,571,724 Warrants remained unexercised which were redeemed by the Company for an aggregate redemption price of $66 thousand. See Note 11 – Public and Private Warrants for additional information.
If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Consequently, our backlog may differ from actual revenue recognized in our financial statements.
Nearly all contracts allow customers to terminate the agreement at any time for convenience. 44 Table of Contents If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Consequently, our backlog may differ from actual revenue recognized in our financial statements.
Financing Activities During the year ended December 31, 2024, financing activitie s provided $272.8 million of net cash as compared to $53.9 million of net cash provided during the year ended December 31, 2023 .
Financing Activities During the year ended December 31, 2025, financing activities provided $446.6 million of net cash as compared to $272.8 million of net cash provided during the year ended December 31, 2024.
Any delays to our targeted mission launch date or in commencing our missions, including due to congestion at the pad launch site or delays in obtaining various approvals or licenses, could adversely impact our results and growth plans.
Prior to commencing missions, we must complete internal integration activities as well as launch vehicle integration with our launch provider, SpaceX. Any delays to our targeted mission launch date or in commencing our missions, including due to congestion at the pad launch site or delays in obtaining various approvals or licenses, could adversely impact our results and growth plans.
As of March 31 2024, the IM-1 mission and all related contracts have been closed out. • The initial NASA payload contract for the IM-2 mission was awarded in October 2020 with a targeted mission launch date in December 2022.
As of March 31 2024, the IM-1 mission and all related contracts have been closed out. • The initial NASA p ayload contract for the IM-2 mission was awarded in October 2020 and the mission was completed in March 2025.
Management concluded the carrying cost of these assets was not recoverable and recorded an impairment charge of approximately $5.0 million including capitalized interest of $0.5 million, in our consolidated statements of operations for the year ended December 31, 2024. See Note 4 to the consolidated financial statements for additional information.
Management concluded the carrying cost of these assets was not recoverable and recorded an impairment charge of approximately $5.0 million including capitalized interest of $0.5 million, in our consolidated statements of operations for the year ended December 31, 2024. No impairment charges were recorded for during the year ended December 31, 2025 related to these assets or other long-lived assets.
The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, (in thousands) 2024 2023 Net cash used in operating activities $ (57,587) $ (45,279) Net cash used in investing activities $ (10,111) $ (29,911) Net cash provided by financing activities $ 272,787 $ 53,924 Cash Flows for the years ended December 31, 2024 and 2023 Operating Activities During the year ended December 31, 2024, our operating activitie s used $57.6 million of net cash as compared to $45.3 million of net cash used during the year ended December 31, 2023.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, (in thousands) 2025 2024 Net cash used in operating activities $ (14,318) $ (57,587) Net cash used in investing activities $ (56,580) $ (10,111) Net cash provided by financing activities $ 446,588 $ 272,787 Operating Activities During the year ended December 31, 2025, our operating activities used $14.3 million of net cash as compared to $57.6 million of net cash used during the year ended December 31, 2024.
While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers. Our ability to expand our product and services offerings We are in the preliminary stages of developing our full space infrastructure offerings.
While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.
Loan Agreement O n March 4, 2025, we entered into a loan and security agreement (the “Loan Agreement”) with Stifel Bank. The Loan Agreement provides for a secured revolving credit facility in an aggregate principal amount of up to $40.0 million (the “Revolving Facility”).
Stifel Bank On March 4, 2025, the Company entered into a loan and security agreement with Stifel Bank which provides for a secured revolving credit facility in an aggregate principal amount of up to $40.0 million. As of December 31, 2025, the revolving credit facility remains unborrowed.
Interest expense is incurred primarily on long-term debt and credit support arrangements. Change in fair value of earn-out liabilities Earn Out Units are classified as liabilities transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination.
Interest expense Interest expense is primarily incurred on the Convertible Notes as discussed in Note 8 - Debt, in addition to interest expense on our finance leases. Change in fair value of earn-out liabilities Earn Out Units are classified as liabilities transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination.
As of December 31, 2024, we expect to recognize approximately 60% to 65% of our backlog in 2025, approximately 15% to 20% in 2026 and the remaining thereafter.
As of December 31, 2025, based on current contract schedules, we expect to recognize approximately 60% to 65% of our backlog in 2026, approximately 35% to 40% in 2027 and the remaining thereafter.
Pricing for non-U.S. government agencies and commercial customers is based on specific negotiations with each customer. Cost of revenue (excluding depreciation) Cost of revenue (excluding depreciation) consists primarily of direct material and labor costs, launch services, manufacturing overhead, freight expense, and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense.
Cost of revenue (excluding depreciation and amortization) Cost of revenue (excluding depreciation and amortization) consists primarily of direct material and labor costs, launch services, manufacturing overhead, freight expense, and other personnel-related expenses, which include salaries, bonuses, benefits and stock-based compensation expense.
In early 2025, we completed the IM-2 mission and continue to work with our customers to close out all related contracts. • The initial NASA payload contract for the IM-3 mission was awarded in November 2021 with an initial targeted mission launch date no later than June 2024 under our current contract with NASA.
As of September 30 2025, the IM-2 mission and all related contracts have been closed out. • The initial NASA payload contract for the IM-3 mission was awarded in November 2021 with an initial targeted mission launch date no later than June 2024.
Impairment of property and equipment Impairment of long-lived assets occurs whenever events or changes in circumstances indicate the carrying value of a long-lived asset may not be recoverable. Long-lived assets consists of property and equipment, net. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds it fair value.
Our finite-lived intangible assets include customer relationships and developed technology. Impairment of property and equipment Impairment of long-lived assets occurs whenever events or changes in circumstances indicate the carrying value of a long-lived asset may not be recoverable. Long-lived assets consists of property and equipment, net.
Year Ended December 31, (in thousands) 2024 2023 Net income (loss) $ (346,922) $ 10,140 Adjusted to exclude the following: Income tax expense 37 40 Depreciation 1,859 1,376 Impairment on property and equipment 5,044 964 Interest (income) expense, net (180) 823 Share-based compensation expense 8,798 4,273 Change in fair value of earn-out liabilities 120,124 (66,252) Change in fair value of warrant liabilities 77,651 (15,435) Change in fair value of SAFE Agreements — 2,353 Loss on issuance of securities 93,136 6,729 Other (income) expense, net (1,242) 483 Adjusted EBITDA $ (41,695) $ (54,506) Free Cash Flow We define free cash flow as net cash (used in) provided by operating activities less purchases of property and equipment.
Year Ended December 31, (in thousands) 2025 2024 Net loss $ (106,846) $ (346,922) Adjusted to exclude the following: Income tax expense 3,962 37 Depreciation and amortization 3,597 1,859 Impairment on property and equipment — 5,044 Interest income (15,272) (272) Interest expense 4,177 92 Transaction and integration costs related to acquisitions 10,782 — Share-based compensation expense 8,609 8,798 Change in fair value of earn-out liabilities 33,369 120,124 Change in fair value of warrant liabilities (8,384) 77,651 Change in fair value of contingent consideration liabilities 1,854 — Loss on issuance of securities — 93,136 Other (income) expense, net (91) (1,242) Adjusted EBITDA $ (64,243) $ (41,695) Free Cash Flow We define free cash flow as net cash (used in) provided by operating activities less purchases of property and equipment.
Due to government procurement rules, in certain cases revenue included in backlog is subject to budget appropriation or other contract cancellation clauses. Nearly all contracts allow customers to terminate the agreement at any time for convenience.
Due to government procurement rules, in certain cases revenue included in backlog is subject to budget appropriation or other contract cancellation clauses.
Cost of revenue on the IM-1 mission decreased by $12.8 million due to winding down progress as the mission was completed in February 2024. On the IM-2 mission, cost of revenue decreased slightly by approximately $1.4 million for the year ended December 31, 2024 compared to the same period in 2023 as the mission neared completion.
On the IM-2 mission, cost of revenue decreased by approximately $21.7 million for the year ended December 31, 2025 compared to the same period in 2024 as the mission was completed in March 2025.
GAAP, to free cash flow: Year Ended December 31, (in thousands) 2024 2023 Net cash used in operating activities $ (57,587) $ (45,279) Purchases of property and equipment (10,111) (29,911) Free cash flow $ (67,698) $ (75,190) Liquidity and Capital Resources Since inception, we have funded our operations through internally generated cash on hand, proceeds from sales of our capital stock, including the execution of SAFE Agreements, our At The Market Offering Program (the “ATM Program”) with Cantor (as described below), our 2024 Offering (as described below), proceeds from warrant exercises, and proceeds from the issuance of bank debt.
GAAP, to free cash flow: Year Ended December 31, (in thousands) 2025 2024 Net cash used in operating activities $ (14,318) $ (57,587) Purchases of property and equipment (41,634) (10,111) Free cash flow $ (55,952) $ (67,698) 46 Table of Contents Liquidity and Capital Resources Since inception, we have funded our operations through internally generated cash on hand, proceeds from sales of our capital stock, proceeds from warrant exercises, and our proceeds from the issuance of bank debt and Convertible Notes.
As we improve production efficiency and schedule reliability and reach our target of multiple missions per year manifested 2-3 years in advance, we expect to improve our market penetration, which we believe will lead to higher revenue from both volume and mission complexity as well as increased operating leverage.
As we improve production efficiency and schedule reliability and begin to launch our satellites for our lunar data network, we expect to improve our market penetration, which we believe will lead to higher revenue from both volume and mission complexity as well as increased operating leverage.
Impairment of property and equipment During the third quarter of 2024, management determined that certain assets under development by a third party subcontractor were not in compliance according to the contract.
During the second quarter of 2025, IM-4 became a loss contract and has accrued contract losses of approximately $1.4 million for the year ended December 31, 2025. 43 Table of Contents Impairment of property and equipment During the third quarter of 2024, management determined that certain assets under development by a third party subcontractor were not in compliance according to the contract.
The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgements that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgements that affect the amounts reported in those financial statements and accompanying notes.
Typical payment terms under fixed-price contracts provide that the customer pays either performance-based payment based on the achievement of contract milestones or progress payments based on a percentage of costs we incur. 50 Table of Contents Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion (the process described below in more detail) is complex and subject to many variables and requires significant judgment.
Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion (the process described below in more detail) is complex and subject to many variables and requires significant judgment.
With binding agreements for additional launches as of December 31, 2024, we have $328.3 million in backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog. 37 Table of Contents Prior to commencing missions, we must complete internal integration activities as well as launch vehicle integration with our launch provider, SpaceX.
We completed the first mission in February 2024 and completed our second mission in March 2025. With binding agreements for additional launches as of December 31, 2025, we have $213.1 million in contracted backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.
We present Adjusted EBITDA because we believe it is helpful in highlighting trends in our operating results and because it is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. 45 Table of Contents Adjusted EBITDA has limitations as an analytical measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S.
We present Adjusted EBITDA because we believe it is helpful in highlighting trends in our operating results and because it is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry.
Revenue on the IM-1 mission increased approximately $5.2 million to $12.4 million for the year ended December 31, 2024 from $7.2 million for the same period in 2023.
The IM-4 mission which was awarded in August 2024, incurred cost of revenue of $40.1 million during the year ended December 31, 2025 compared to $2.7 million for the same period in 2024 .
These services are expected to grant customers access to cislunar space and the lunar surface at lower price points than previous lunar missions. We are also working to provide data transmission services at lunar distance to include far-side connectivity, along with ancillary services that are likely to include orbital servicing and payload development and manufacture.
We are also working to provide data transmission services at lunar distance to include far-side connectivity, along with ancillary services that are likely to include orbital servicing, earth reentry, and payload development and manufacture. Our growth opportunity is dependent on our ability to win lunar missions and expand our portfolio of services.
See Note 4 of the consolidated financial statements for additional information on the impairment of property and equipment.
See Notes 3 and 13 of the consolidated financial statements for additional information on the contingent consideration liabilities.
We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time. We generally include total expected revenue in backlog when a contract is awarded by the customer under a legally binding agreement.
Although backlog is not a guarantee of future revenue, we monitor backlog because it provides insight into the potential timing and volume of future work on awarded contracts, which can be helpful to investors in evaluating the performance of our business and identifying trends over time.
Other income (expense), net Total other income (expense), net unfavorable change of $360.8 million for the year ended December 31, 2024 compared to the same period in 2023 was primarily due to unfavorable changes in fair value of the earn-out liabilities of $186.4 million and warrant liabilities of $93.1 million, and loss on issuance of securities of $86.4 million.
Other income (expense) Total other expense, net favorable change of $273.8 million for the year ended December 31, 2025 compared to the same period in 2024 was primarily driven by the favorable changes in fair value of warrant liabilities of $86.0 million, earn-out liabilities of $86.8 million (as the remaining Earn Out Units vested in the first quarter of 2025), loss on issuance of securities of $93.1 million in 2024, and $15.0 million increase in interest income earned on cash and cash equivalents balances held by us in highly liquid interest bearing overnight sweep and demand deposit accounts slightly offset by increase in interest expense of $4.1 million mostly related to our Convertible Notes issued in August 2025 and various other unfavorable changes of $1.1 million.
The increase in IM-1 revenue was due to the successful completion of the mission in February 2024 which resulted in the release of approximately $12.3 million of previously constrained revenue, and approximately $11.6 million was recognized as revenue during the first quarter of 2024.
The IM-1 mission successfully completed in February 2024 and resulted in the release of approximately $12.3 million of previously constrained revenue during the first quarter of 2024. Revenue on the IM-2 mission decreased slightly by $0.5 million as the mission was completed in March 2025 and the mission close-out process was finalized in the third quarter of 2025.
The task order modification increased estimated contract revenue by approximately $9.0 million. • The initial NASA payload contract for the IM-4 mission was awarded in August 2024 with an initial targeted mission launch date no later than August 2028.
The IM-3 mission timeline runs through March 2027. • The initial NASA payload contract for the IM-4 mission was awarded in August 2024 with an initial targeted mission launch date no later than August 2028, although we expect the mission launch to occur during the second half of 2027.
For the year ended December 31, 2023, our effective tax rate differed from the statutory rate primarily due to Intuitive Machines, LLC's status as a partnership for U.S. federal income tax purposes. 44 Table of Contents Key Business Metrics and Non-GAAP Financial Measures We monitor the following key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
Key Business Metrics and Non-GAAP Financial Measures We monitor the following key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions.
In connection with the Warrant Redemption, a warrant holder agreed to exercise 1,800,000 of the Public Warrants, and the Company agreed to repurchase 941,080 shares of the Company’s Class A Common Stock for an aggregate purchase price of $20.7 million. 47 Table of Contents Management believes that the cash and cash equivalents as of December 31, 2024 and the additional liquidity provided by subsequent equity transactions, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.
Management believes that the cash and cash equivalents as of December 31, 2025 and the liquidity provided from the proceeds of the issuance of securities pursuant to the Securities Purchase Agreement and the issuance of the Convertible Notes, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.
IM-3 mission cost of revenue decreased by approximately $11.4 million to $20.2 million for the year ended December 31, 2024 compared to $31.6 million for the same period in 2023, primarily due to lower activity as the focus shifted towards the upcoming IM-2 mission launch, as previously discussed. As of December 31, 2024, two lunar missions were in loss positions.
IM-3 mission cost of revenue increased by approximately $12.9 million for the year ended December 31, 2025 compared to the same period in 2024, as IM-3 mission activity increases following the final close-out of IM-2.
General and administrative expense (excluding depreciation) General and administrative expense (excluding depreciation) increased by $18.9 million for the year ended December 31, 2024 compared to the same period in 2023, primarily attributable to our growth to support corporate and business operations, resulting in higher headcount driving increased employee compensation and benefits expense of $9.4 million and related share-based compensation expense of $4.5 million.
General and administrative expense (excluding depreciation and amortization) General and administrative expense (excluding depreciation and amortization) increased by $39.4 million for the year ended December 31, 2025 compared to the same period in 2024 and primarily reflects the Company’s investment in its workforce to support our operations and business infrastructure, business development (including acquisitions), and information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product and service capabilities.
Total revenue increased by $148.4 million, or 187%, for the year ended December 31, 2024 compared to the same period in 2023 and was substantially driven by a full year of revenue in 2024 from the OMES III contract execution which began in the fourth quarter of 2023 as further discussed below.
Cost of revenue (excluding depreciation and amortization) Total cost of revenue decreased by $24.2 million, or 11%, for the year ended December 31, 2025 compared to the same period in 2024, primarily driven by t he OMES III contract cost decrease of $68.4 million d ue to NASA’s cancellation of the OSAM project and decrease of $2.7 million on the LTV contract which was completed during the second quarter of 2025.
Backlog increased by $59.8 million as of December 31, 2024 compared to December 31, 2023, due to $303.7 million in new awards primarily associated with the IM-4 CLPS, NSN, and LTV contracts awarded from NASA as well as task order modifications to the existing IM-2 CLPS, IM-3 CLPS and OMES III contracts.
Backlog decreased by $115.3 million as of December 31, 2025 compared to December 31, 2024, due to continued performance on existing contracts of $210.1 million (most notably the OMES III contract 73.1 million, CLPS mission contracts $72.3 million, and NSN contract $18.5 million), IM-2 mission close-out adjustments of $8.4 million and adjustments on the IM-3 mission of $1.8 million.
Revenue on the IM-2 mission decreased slightly by $3.0 million to $19.1 million for the year ended December 31, 2024 from $22.1 million for the same period in 2023 as revenue from commercial payload and commercial rideshare contracts leveled off as the mission neared the upcoming launch in February 2025.
Revenue from the IM-3 mission increased by $3.7 million as activity picked up on IM-3 following the close-out of IM-2. Th e IM-4 mission which was awarded in August 2024, recognized revenue of $37.0 million during the year ended December 31, 2025 compared to $2.4 million for the same period in 2024 .
Cost of revenue from task orders under the OMES III contract were approximately $138.3 million for the year ended December 31, 2024 compared to $11.6 million for the same period in 2023. The OMES III contract started in December 2023.
Total revenue decreased by $17.9 million, or 8%, for the year ended December 31, 2025 compared to the same period in 2024, primarily driven by decreases on the OMES III contract of approximately $71.9 million due to NASA’s cancellation of the OSAM project task orders and decrease of $5.6 million on LTV contract which was completed during the second quarter of 2025.
For the same comparative periods, we incurred increases in expenses for rent expense of $2.5 million primarily driven by the move to our new corporate headquarters in late 2023, professional services of $1.9 million, software licenses of $1.7 million, and various other administrative costs of $1.0 million.
The overall increase was primarily driven by professional fees of $12.1 million mostly related to legal and accounting fees, research and development of $11.1 million, higher employee compensation and benefits expense of $5.9 million, software licenses of $2.3 million, increase in bad debt expense of $3.0 million and various other administrative costs.
These increases were partially offset by continued performance on existing contracts of $228.0 million and decreases related to contract value adjustments of $15.9 million mostly related to various fixed price contracts. As of December 31, 2024, our ba cklog of $328.3 million exceeded our remaining performance obligations of $168.7 million as reported in Note 3 to our consolidated financial statements.
As of December 31, 2025, our ba cklog of $213.1 million exceeded our remaining performance obligations of $102.8 million as reported in Note 4 to our consolidated financial statements.

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