{"url_path":"/sec/lunr/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1844452/0001193125-26-254475-index.html","accession_number":"0001193125-26-254475","cik":"0001844452","ticker":"LUNR","issuer_name":"Intuitive Machines, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1844452/0001193125-26-254475-index.html","primary_entity_key":"0001844452","primary_entity_name":"Intuitive Machines, Inc."},"word_count":382,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nSales Agreement\n\nIn connection with Intuitive Machines, Inc.’s (the “Company”) Registration Statement on Form S-3 (File No. 333-296442) (the “Registration Statement”), which became effective on June 2, 2026, which included a base prospectus and a prospectus supplement relating to the offer and sale, from time to time through the Agents (as defined below), of shares of the Company’s Class A common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $500.0 million (the “Shares”) which was filed with the SEC on June 2, 2026 (the “Prospectus”), the Company is hereby filing a copy of the Sales Agreement (the “Sales Agreement”) by and among the Company and Barclays Capital Inc., Cantor Fitzgerald & Co., B. Riley Securities, Inc., Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Roth Capital Partners, LLC and Stifel, Nicolaus & Company, Incorporated (collectively, the “Agents”) which is filed herewith as Exhibit 1.1.\n\nThe Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification obligations of the Company and the Agents and other obligations of the parties. Under the terms of the Sales Agreement, the Company has agreed to pay the Agents a commission of up to 3.0% of the sales price per share sold under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agents in connection with the Sales Agreement.\n\nThe foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nThe Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction."}