Form 8-K/A

8-K/A — Intuitive Machines, Inc.

Accession: 0001193125-26-137898

Filed: 2026-04-01

Period: 2026-01-12

CIK: 0001844452

SIC: 3812 (SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS)

Item: Financial Statements and Exhibits

Documents

8-K/A — d132144d8ka.htm (Primary)

EX-23.1 (d132144dex231.htm)

EX-99.1 (d132144dex991.htm)

EX-99.2 (d132144dex992.htm)

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8-K/A

8-K/A (Primary)

Filename: d132144d8ka.htm · Sequence: 1

8-K/A

0001844452 0001844452 2026-01-12 2026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2026

INTUITIVE MACHINES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40823

36-5056189

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

13467 Columbia Shuttle Street

Houston, Texas

77059

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (281) 520-3703

N/A

(Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

LUNR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2026 (the “Original Report”), contains a description of the closing of the Acquisition and related matters, which description is incorporated herein by reference.

This Amendment No. 1 to the Original Report is being filed with the SEC solely to amend and supplement Item 9.01 of the Original Report to include the following information:

•

The historical audited consolidated financial statements of Lanteris as of December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024, attached hereto as Exhibit 99.1 and related consent of KPMG LLP, which is filed hereto as Exhibit 23.1;

•

Unaudited pro forma financial information and accompanying notes, as of and for the year ended December 31, 2025, attached hereto as Exhibit 99.2.

This Amendment No. 1 makes no other amendments to the Original Report and should be read in conjunction with the Original Report. This Amendment No. 1 does not purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing of the Original Report.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

The historical audited consolidated financial statements of Lanteris as of and for the years ended December 31, 2025 and 2024, consisting of the consolidated statements of operations for the years ended December 31, 2025 and 2024, consolidated statements of comprehensive income (loss) for the years ended December 31, 2025 and 2024, consolidated balance sheets as of December 31, 2025 and 2024, consolidated statements of cash flows for the years ended December 31, 2025 and 2024, consolidated statements of changes in member’s equity for the years ended December 31, 2025 and 2024 and related notes, are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company giving effect to the Acquisition, including the unaudited pro forma condensed combined balance sheet as of December 31, 2025 and statement of income for the year ended December 31, 2025, and related notes thereto, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes. The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Acquisition been completed as of the date presented and should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances and are presented for informational purposes only.

(d) Exhibits.

Exhibit Number

Exhibit Description

23.1

Consent of KPMG LLP.

99.1

Audited consolidated financial statements of Lanteris Space Holdings LLC, as of and for the years ended December 31, 2025 and 2024.

99.2

Unaudited pro forma condensed combined financial information and accompanying notes, as of and for the year ended December 31, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026

INTUITIVE MACHINES, INC.

By:

/s/ Stephen Altemus

Name:

Stephen Altemus

Title:

Chief Executive Officer and President

EX-23.1

Filename: d132144dex231.htm · Sequence: 2

EX-23.1

Exhibit 23.1

KPMG LLP

Suite 800

1225 17th Street

Denver, CO 80202-5598

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statements on Form S-3 (File No. 333-278288) and on Form S-8 (File No. 333-271787) of Intuitive Machines, Inc of our report dated March 4, 2026, with

respect to the consolidated financial statements of Lanteris Space Holdings, LLC included herein.

/s/ KPMG LLP

Denver, Colorado

March 30, 2026

KPMG LLP, a Delaware

limited liability partnership, and its subsidiaries are part of

the KPMG global organization of independent member firms affiliated with

KPMG

International Limited, a private English company limited by guarantee.

EX-99.1

Filename: d132144dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Lanteris Space Holdings LLC

Consolidated Financial Statements

December 31, 2025 and 2024

Table of Contents

Page

Independent Auditor’s Report

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Member’s Equity

Notes to Consolidated Financial Statements

8-29

KPMG LLP

Suite 800

1225 17th Street

Denver, CO 80202-5598

Independent Auditors’ Report

the Shareholders and Board of Directors

Lanteris Space Holdings LLC:

Opinion

We have audited the consolidated financial

statements of Lanteris Space Holdings LLC and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss),

changes in member’s equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our

opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years

then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those

standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in

accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with U.S. generally accepted

accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or

error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the

aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether

due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS

will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the

consolidated financial statements.

KPMG LLP, a Delaware limited liability partnership, and its subsidiaries are part of

the KPMG global organization of independent member firms affiliated with KPMG

International Limited, a private English company limited by guarantee.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to

fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to

communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Denver, Colorado

March 4, 2026

Lanteris Space Holdings LLC

Consolidated Statements of Operations

(In millions)

Year Ended

Dec 31, 2025

Year Ended

Dec 31, 2024

Revenues:

Product

591

647

Product – Related Party

Total Revenues

601

722

Costs and expenses:

Product costs, excluding depreciation and amortization

470

543

Product costs, excluding depreciation and amortization – Related Party

Selling, general and administrative

Depreciation and amortization

Impairment

—

Other operating expense

—

Operating Income (Loss)

)

Interest expense, net

Other income, net

)

Income (loss) before taxes

)

Income tax expense

—

Net (loss) income

)

See accompanying notes to the Consolidated Financial Statements.

Lanteris Space Holdings LLC

Consolidated Statements of Comprehensive Income (Loss)

(In

millions)

Year Ended

Dec 31, 2025

Year Ended

Dec 31, 2024

Net (loss) income

)

Other comprehensive income, net of tax:

Gain on pension and other postretirement benefit plans, net

Other comprehensive income, net of tax:

Comprehensive income, net of tax

See accompanying notes to the Consolidated Financial Statements.

Lanteris Space Holdings LLC

Consolidated Balance Sheets

(In millions)

December 31,

2025

December 31,

2024

Assets

Current assets:

Cash and cash equivalents

Trade and other receivables, net

157

122

Inventory, net

Advances to suppliers

Prepaid and other current assets

Total current assets

239

193

Non-current assets:

Orbital receivables, net

226

265

Property, plant and equipment, net

133

178

Intangible assets, net

105

Goodwill

194

Other non-current assets

Total assets

919

1,017

Liabilities and member’s equity

Current liabilities:

Accounts payable

Accrued liabilities

Accrued compensation and benefits

Contract liabilities

156

212

Current operating lease liabilities

Other current liabilities

Total current liabilities

273

399

Non-current liabilities

Pension and other postretirement benefits

Operating lease liabilities

Other non-current liabilities

Total liabilities

422

612

Commitments and contingencies

Member’s equity

462

383

Accumulated other comprehensive income

Total member’s equity

497

405

Total liabilities and member’s equity

919

1,017

See accompanying notes to the Consolidated Financial Statements.

Lanteris Space Holdings LLC

Consolidated Statements of Cash Flows

(In millions)

Year Ended

Dec 31, 2025

Year Ended

Dec 31, 2024

Cash flows (used in) provided by:

Operating activities:

Net (loss) income

)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating

activities:

Depreciation and amortization

Impairment

—

Stock-based compensation expense

—

Non-cash interest expense

—

Other

Changes in operating assets and liabilities:

Trade and other receivables, net

103

Inventory, net

(18

)

Advances to suppliers

Prepaid and other assets

)

Accounts payable

(15

)

Accrued compensation and other liabilities

(73

)

(71

)

Contract liabilities

(56

)

(55

)

Cash (used in) provided by operating activities

(29

)

Investing activities:

Purchase of property, plant and equipment and development of software

(14

)

(32

)

Cash used in investing activities

(14

)

(32

)

Financing activities:

Settlement of securitization liability

(37

)

(38

)

Proceeds from securitization of orbital receivables

—

Distributions (to), contributions from Parent, net

(51

)

Cash provided by (used in) financing activities

(54

)

Increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of year

Cash, cash equivalents, and restricted cash, end of period

Reconciliation of cash flow information:

Cash and cash equivalents

Restricted cash included in Prepaid and other current assets

Total cash, cash equivalents, and restricted cash

See accompanying notes to the Consolidated Financial Statements.

Lanteris Space Holdings LLC

Consolidated Statements of Changes in Member’s Equity

(In

millions)

Member’s equity

Accumulated

Other

Comprehensive

Income

Total member’s

equity

Balance as on December 31, 2023

417

425

Net income

—

Pension and other post retirement plan adjustments

—

Distributions to Parent, net

(48

)

—

(48

)

Balance as on December 31, 2024

383

405

Net loss

)

—

)

Pension and other post retirement plan adjustments

—

Contributions from Parent, net

—

Balance as on December 31, 2025

462

497

See accompanying notes to the Consolidated Financial Statements.

1. GENERAL BUSINESS DESCRIPTION

Organization and Description of Business

Lanteris Space

Holdings LLC (“Lanteris” or the “Company”) is a wholly owned subsidiary of Vantor Inc. (“Vantor”). Galileo Topco, Inc. (“Galileo” or “Parent”) is the parent company of Vantor and is the

ultimate parent of Lanteris. On October 1, 2025, Maxar Technologies Inc. was renamed Vantor Inc. and its wholly owned subsidiary Maxar Space Systems was renamed Lanteris Space Holdings LLC.

Lanteris is a leading provider of comprehensive space technologies. Lanteris delivers innovative solutions to government and commercial customers helping them

address a broad spectrum of needs, including mission systems engineering, product design, spacecraft manufacturing, assembly, integration, and testing. With more than 60 years of mission experience Lanteris is a trusted partner in commercial and

government missions, to design and manufacture satellites and spacecraft components for communications, earth observation, space exploration, and on-orbit servicing and assembly.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Lanteris has historically

operated as a part of Galileo; consequently, stand-alone financial statements have not historically been prepared for Lanteris. The accompanying Consolidated Financial Statements have been prepared from Galileo’s historical accounting records

and are presented on a stand-alone basis as if the Company’s operations had been conducted independently from Galileo. These Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted

(“GAAP”) in the United States of America (“U.S.”), collectively (“U.S. GAAP”).

The Consolidated Statements of

Operations include all revenues and costs directly attributable to Lanteris, including costs for facilities, functions and services used by Lanteris. Costs for certain functions and services performed by centralized Galileo organizations are

directly charged to Lanteris based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, usage or other allocation methods. The results of operations include allocations of costs for

administrative functions and services performed on behalf of Lanteris by centralized groups within Galileo (see Note 9 – Related Parties for a description of the allocation methodologies employed). All charges and allocations for facilities,

functions and services performed by Galileo have been settled in cash by Lanteris to Galileo in the period in which the cost was recorded in the Consolidated Statements of Operations.

Galileo uses a centralized approach to cash management and treasury functions to finance its operations. Accordingly, none of the cash, third-party debt, or

related interest expense of Galileo has been allocated to Lanteris in the Consolidated Financial Statements. However, cash balances of Lanteris that were specific to the Company and therefore not part Galileo’s cash management program have

been included in the Consolidated Financial Statements. Transactions between Galileo and Lanteris are deemed to have been settled immediately through equity. The net effect of the deemed settled transactions is reflected in the Consolidated

Statements of Cash Flows as Distributions to Parent, net within financing activities and in the Consolidated Balance Sheets as equity. See Note 9 – Related Parties for additional information.

All significant intracompany accounts and transactions within the Company have been eliminated in the preparation of the Consolidated Financial Statements.

The Consolidated Financial Statements of the Company include assets and liabilities that have been determined to be specifically or otherwise attributable to the Company.

All of the allocations and estimates in the Consolidated Financial Statements are based on assumptions that management believes are reasonable. However, the

Consolidated Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of Lanteris in the future, or if Lanteris had been a separate, stand-alone entity during the years presented.

Use of estimates, assumptions and judgments

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires the Company to make estimates and judgments that affect the

reported amounts of assets and liabilities and the disclosure of contingencies at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared using the most current and best

available information; however, actual results could differ materially from those estimates.

Revenue recognition

Revenue is recognized in accordance with the five-step model set forth by Accounting Standards Codification (“ASC”) 606, which involves

identification of the contract(s), identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations and recognition of revenue

as the performance obligations are satisfied. Revenue is measured at the fair value of consideration received or receivable, net of discounts as of the date of the transaction.

Contract costs generally include direct costs such as materials, labor and subcontract costs. Costs are expensed as incurred except for certain costs incurred

to obtain or fulfill a contract, which are capitalized and amortized on a systematic basis consistent with the transfer of goods or services to the customer to which the capitalized costs relate. As of December 31, 2025 and 2024, costs to

obtain or fulfill a contract were insignificant and $3 million, respectively and are included in Prepaid and other current assets within the Consolidated Balance Sheets.

The Company’s revenue is primarily generated from long-term construction contracts. Due to the long-term nature of these contracts, the Company

generally recognizes revenue over time using the cost-to-cost method to measure progress. Under the

cost-to-cost method, revenue is recognized based on the proportion of total costs incurred to estimated total costs at completion (“EAC”). Revenue

recognition is also contingent on estimated contractual consideration. Variable consideration is included in the Company’s estimates to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will

not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company estimates variable consideration as the most likely amount to which it expects to be entitled. An EAC includes all direct costs and

indirect costs directly attributable to a program or allocable based on program cost pooling arrangements. Estimates regarding the Company’s cost associated with the design, manufacture and delivery of products and services are used in

determining the EAC. Changes to EAC costs or estimated contractual consideration are recorded as a cumulative catch-up adjustment. When estimates of total costs to be incurred on a contract exceed total

estimated contractual consideration, a provision for the entire forward loss is recognized in the period in which the loss becomes evident.

Our cost

estimation process is based on the professional knowledge of our engineering, program management and financial professionals and draws on their significant experience and judgement. We prepare EAC’s for our contracts and calculate estimated

revenues and costs over the life of our contracts. Variable consideration is included in our estimates to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty

associated with the variable consideration is subsequently resolved. Since our contracts typically span a period of several years, estimates of revenue, cost and progress toward completion requires the use of judgement. Judgements and estimates are re-assessed at least quarterly with most estimates being updated on a monthly basis. Adjustments in estimates could have a material impact on revenue recognition based on the significance of the adjustments. Factors

considered in these estimates include our historical performance, the availability, productivity and costs of labor, the nature and complexity of work to be performed, availability and costs of materials, components and subcontracts, the risk and

impact of delayed performance and level of indirect cost allocations.

Satellite construction contracts may include performance incentives whereby payment

for a portion of the purchase price is contingent upon in-orbit performance of the satellite. These performance incentives are structured in two forms. As a warranty payback, the customer pays the entire

amount of the performance incentive during the period of the satellite construction and such incentives are subject to refund if satellite performance does not achieve certain predefined operating specifications. As an orbital receivable, the

customer makes payment of performance incentives over the estimated in-orbit life of the satellite. Performance incentives, whether warranty payback or orbital receivables, are included in revenue during the

construction period to the extent it is probable that a significant reversal in the amount of cumulative revenue

recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Amounts attributable to the financing element of post-launch payments are

recorded as revenue over the incentive period. A portion of performance incentives may be allocated to services in the post-launch period if a separate performance obligation for such services has been determined to exist within the contract. In

addition to the in-orbit performance incentives, satellite construction contracts may include liquidated damages clauses. Liquidated damages can be incurred on programs as a result of delays due to slippage or

for programs which fail to meet all milestone requirements as outlined within the contractual arrangements with customers. Losses related to liquidated damages result in a reduction of revenue recognized and are recorded in the period in which,

based on available facts and circumstances, management believes it is probable that liquidated damages will be incurred and enforced.

Construction

contracts have termination clauses. If a contract is terminated for convenience by a customer, the Company is typically entitled to costs incurred plus a reasonable profit.

Cash, cash equivalents and restricted cash

Cash

and cash equivalents is comprised of cash on hand, cash balances with banks and similar institutions and term deposits redeemable within three months or less from date of acquisition with banks and similar institutions. Restricted cash is excluded

from cash and cash equivalents and is included in Prepaid and other current assets or Other non-current assets in the Consolidated Balance Sheets.

Trade and other receivables, net

Trade and other

receivables include amounts billed to customers, unbilled receivables in which the Company’s right to consideration is unconditional and current portion of orbital receivables, net of allowance for expected credit losses. The Company bills

customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries. The allowance for credit losses is determined primarily based on historical

losses, current economic conditions, and customer financial condition. As of December 31, 2025 and December 31, 2024, the allowance for credit losses were insignificant.

Orbital Receivables

Orbital receivables relate to

performance incentives due under certain satellite construction contracts that are paid over the in-orbit life of the satellite. Orbital receivables are recognized as revenue when measuring progress under the cost-to-cost method during the construction period. The interest portion of the in-orbit payments is recognized as orbital revenue.

Current orbital receivables are included in Trade and other receivables, net and long-term orbital receivables are included in Non-current assets, net of allowances in the Consolidated Balance Sheets.

The Company records an allowance on its orbital receivables when, based on current events and circumstances, it believes it is probable the outstanding

amounts will not be collected. The Company utilizes customer credit ratings, expected credit loss and other credit quality indicators, as well as contractual terms to evaluate the collectability of orbital receivables annually. When qualitative

factors indicate that all or a portion of an outstanding orbital receivable is uncollectable, or that all or a portion of an outstanding orbital receivable previously deemed uncollectable is collectable, a fair value assessment is performed using a

discounted cash flow model as an indicator to determine whether an increase or decrease in the allowance is necessary. Increases and decreases in the orbital receivables allowance are included in (Gain) loss on orbital receivables allowance in the

Consolidated Statements of Operations.

If the Company does not fulfill its performance obligation associated with its orbital receivables, a write-off of those orbital receivables will occur resulting in a reduction in the contractual value and revenue recognition associated with the performance obligation.

The Company has a revolving securitization facility agreement with an international financial institution. Under the terms of the agreement, the Company may

offer to sell eligible orbital receivables from time to time with terms of five years or less, discounted to face value using prevailing market rates.

The Company has sold certain orbital receivables in tranches that span multiple years and include

longer-term maturities. The orbital receivables that have been securitized remain recognized on the Consolidated Balance Sheets as the Company does not meet the accounting criteria for surrendering control of the receivables. The net proceeds

received on the orbital receivables have been recognized as securitization liabilities and are subsequently measured at amortized cost using the effective interest rate method. Securitization liabilities are presented in Other current liabilities

and Other non-current liabilities on the Consolidated Balance Sheets. The securitized orbital receivables and the securitization liabilities are being drawn down as payments are received from the customers and

passed on to the purchaser of the tranche. The Company continues to recognize orbital revenue on the orbital receivables that are subject to the securitization transactions and recognizes interest expense to accrete the securitization liability.

Inventory

Inventories are

measured at the lower of cost or net realizable value and consist primarily of parts and sub-assemblies used in the manufacturing of satellites. The cost of inventories is determined on a first-in-first-out basis or weighted average cost basis, depending on the nature of the inventory. Net realizable value is the

estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expense. Inventory is impaired when it is probable inventory values exceed their net realizable value.

Property, plant and equipment

Property, plant and

equipment is measured at cost less accumulated depreciation. When the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item and the components have different useful lives,

they are accounted for and depreciated separately. Property, plant and equipment under construction are measured at cost less any impairment losses. Construction in progress includes capitalizable costs related to internally developed software,

classified as property, plant and equipment until the software is ready for its intended use, at which point in time amounts are classified as software within Intangible assets, net.

Depreciation expense is recognized in income on a straight-line basis over the estimated useful life of the related asset to its residual value. Expected

useful lives are reviewed at least annually. Land is not depreciated.

The estimated useful lives are as follows:

Estimated useful life

Land improvements

20 years

Buildings

7 - 21 years

Leasehold improvements

lesser of useful life or term of lease

Equipment

2 - 18 years

Furniture and fixtures

2 - 10 years

Computer hardware

2 - 5 years

Intangible assets and Goodwill

Intangible assets consist of customer relationships, software, and trade names. Internally developed software costs are initially classified within

construction in process within property, plant and equipment until ready for its intended use which at that point in time are then recorded within software. Intangible assets are generally amortized on a straight-line basis over their estimated

useful lives and are recorded at fair value at the time of acquisition, or in the case of internally developed software, at cost. Intangible assets are currently amortized over the following estimated useful lives:

Estimated useful life

Customer relationships

15 years

Software

3 - 15 years

Trade names and other

1 - 10 years

Impairment

Intangible assets and property, plant and equipment and other long-lived assets

Finite-lived intangible assets, property, plant and equipment and other long-lived assets are tested for impairment at least annually on October 1, or

whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) are less than the

asset’s carrying value. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and recorded as a reduction in the carrying value of the related asset.

Goodwill

We perform an impairment test of our goodwill

at least annually in the fourth quarter or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes in circumstances may include a significant deterioration in

overall economic conditions, changes in the business climate of our industry, operating performance indicators, competition, reorganizations of our business, U.S. Government budget restrictions or the disposal of all or a portion of a reporting

unit. Our goodwill is tested for impairment at a level referred to as the reporting unit. Lanteris has one reporting unit for goodwill testing.

We may

use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. When we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to

determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if it is determined that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount, no further evaluation is necessary.

Otherwise, a quantitative impairment test is performed.

For the quantitative impairment test we compare the fair value of the reporting unit to its

carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a

goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and market-based valuation methodologies such as

comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth

rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analysis are based on our best estimate of future sales, earnings and cash flows after considering

factors such as general market conditions, U.S. Government budgets, existing firm orders, expected future orders, contracts with suppliers, changes in working capital, long term business plans and recent operating performance. The discount rates

utilized in the DCF analysis are based on the reporting unit’s weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new

capital, adjusted as appropriate to consider the risk inherent in future cash flows of the reporting unit. The carrying value of the reporting unit includes the assets and liabilities employed in its operations and goodwill.

During the fourth quarters of 2025 and 2024, we performed our annual goodwill impairment test for our reporting unit. The results of our annual impairment

tests of goodwill indicated that no impairment existed.

Leases

The Company has operating leases. The majority of the Company’s leases are related to buildings.

The Company determines if a contract is or contains a lease at inception based on whether it conveys the right to control the use of an identified asset. The

Company recognizes lease liabilities and right-of-use assets based on the present value of the future minimum lease payments over the lease term at the commencement

date. Right-of-use assets are adjusted for any prepayments, lease incentives received, and initial direct costs incurred. If the rate implicit in the lease is not

readily determinable, the Company’s incremental borrowing rate with a similar term to the lease term is used to determine the present value of future payments and appropriate lease classification. The lease term includes renewal options that

are reasonably certain to be exercised. The Company elected the practical expedient not to separate lease and non-lease components. The Company also elected to include in minimum lease payments any executory

costs that are part of the fixed lease payment.

Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated

Balance Sheets and are recognized as lease expense on a straight-line basis in the Consolidated Statements of Operations. Certain leasing arrangements require variable payments, such as insurance and tax payments. Variable lease payments that do not

depend on an index or rate are excluded from lease payments in the measurement of the right-of-use asset and lease liability and are recognized as expense in the period

in which the payment occurs.

The Company does not have any material restrictions or covenants in our lease agreements, sale leaseback transactions or

residual value guarantees. The Company recognizes fixed lease expense for operating leases on a straight-line basis over the lease term. Certain amounts related to operating leases are recorded within Other current liabilities and Other non-current liabilities.

Contract liabilities

Contract liabilities primarily consist of advance payments from customers. Changes in contract liabilities are primarily due to the timing difference between

the Company’s performance of services and payments from customers. To determine revenue recognized from contract liabilities during the reporting periods, the Company allocates revenue to individual contract liability balances and applies

revenue recognized during the reporting periods first to the beginning balances of contract liabilities until the revenue exceeds the balances.

Warranty and after-sale service costs

Warranty

and after-sale service provisions are based on management’s best estimate of the expected obligation using historical warranty data and experience. Warranty and after-sale service liabilities are presented in Other current liabilities and

Other non-current liabilities on the Consolidated Balance Sheets. Warranty and after-sale service costs are recognized within Product costs, excluding depreciation and amortization in the Consolidated

Statement of Operations.

Restructuring costs

We record charges associated with restructuring activities such as employee termination benefits, when management approves and commits to a plan of

termination, or over the future service period, if any. Restructuring liabilities are presented in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets. Restructuring

costs are recognized within Selling, general and administrative expense or within Product costs and Service costs, excluding depreciation and amortization in the Consolidated Statements of Operations.

Employee benefits

Defined benefit pension and

Other postretirement

147

12. STOCK-BASED COMPENSATION PLANS

Certain employees of the Company hold awards in Parent stock based on plans sponsored by the Parent. Our Parent allocates stock-based compensation expense to

the Company based on certain drivers - see Note 9 Related Parties.

During the year ended 2024 the Company recognized $2 million of share-based

compensation expense, which was recorded within Selling, general and administrative expense, product costs, excluding depreciation and amortization and service costs, excluding depreciation and amortization within the Consolidated Statements of

Operations.

As of December 31, 2025, there were no awards of Parent stock outstanding. The third tranche of these awards vested on January 1,

2025. The Company did not recognize any expense related to share-based compensation for the year ended December 31, 2025.

13. INCOME TAXES

The amounts disclosed within the income tax footnote represent those attributable to continuing operations.

The components of income (loss) before income taxes were:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

U.S.

)

Income before taxes

)

Income tax expense (benefit) for the 2025 and 2024 year end periods is comprised of the following:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Current tax expense (benefit)

Federal

—

State

—

Total current tax expense (benefit)

—

Deferred tax expense (benefit)

Federal

—

State

—

Total deferred tax expense (benefit)

—

Income tax expense (benefit)

—

The reconciliation of the tax provision at the U.S. federal statutory rate to income tax expense is as

follows:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Amount

Percent

Amount

Percent

U.S federal statutory tax rate

—

State and local income taxes1

—

Federal R&D Tax credits

)

200

)

(52

)

Changes in valuation allowances and other

(100

)

Nontaxable or nondeductible items

—

Changes in unrecognized tax benefits

(100

)

Income tax expense (benefit)

—

State taxes in California made up the majority (greater than 50 percent) of the tax effect in this category,

including state tax rate changes and state tax credits.

For 2025 and 2024, the effective tax rate for continuing operations was 0% and

9%, respectively. The effective tax rates differ from the statutory U.S. federal income tax rate of 21% primarily due to tax credits, changes in uncertain tax positions, and changes in valuation allowances.

Significant components of deferred tax assets and liabilities are as follows:

December 31, 2025

December 31, 2024

Tax benefit of losses carried forward

Tax Credits

Trade and other payables

Employee benefits

Leasing transactions

Capitalized research and experimental expenditures

100

Construction contract liabilities

—

Deferred tax assets

167

Valuation allowance

(119

)

(119

)

Deferred tax assets, net of valuation allowance

Unrealized gains

)

Property, plant and equipment

(20

)

(23

)

Goodwill and intangibles

(11

)

(13

)

Leasing transactions

)

(11

)

Construction contract liabilities

)

—

Deferred tax liabilities

(48

)

(48

)

Deferred tax assets, net

—

Based on the evaluation of the four sources of income, the Company believes it is not more-likely-than-not that all the

deferred tax assets will be realized. The cumulative earnings in recent years, in addition to other negative evidence, supports recording a valuation allowance and the Company will continue to monitor changes in facts and circumstances. A portion of

the activity related to changes in the valuation allowance is recorded through OCI net of the unrealized gain tax effects.

As of December 31, 2025, the

Company has approximately $269 million and $132 million of federal and state net operating loss (“NOL”) carryforwards, respectively. The federal NOL has no expiration, and the state NOL begins to expire in 2045.

The Company also has U.S. federal and state research and development tax credits, net of unrecognized tax benefits, carried forward of $7 million and $3

million, respectively, as of December 31, 2025. These federal research and development credits begin to expire in 2045, and the state research and development tax credits have no expiration.

As of December 31, 2025, there were $5 million of unrecognized tax benefits that, if recognized, would be offset by changes in the deferred tax assets. The

Company records interest and penalties accrued or recovered in relation to unrecognized tax benefits in income tax expense. The Company has not recognized any interest and penalties due to available tax attributes.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, which

includes expiring Tax Cuts and Jobs Act provisions as well as international tax changes. The application of the OBBBA to the Company did not have a material impact on its financial statements during the year ended December 31,

2025.

During the periods presented, the Company did not file its own stand-alone tax returns, and its operations were included in the tax returns filed by

Parent. The Parent is subject to income taxes in the U.S. federal jurisdiction, and various state and local jurisdictions. Various state and local income tax returns are under examination by the applicable taxing authorities. The Company is

open to federal and state income tax examinations until the applicable statute of limitations expires, generally three years after tax return filing; however, the ability for the taxing authority to adjust tax attribute carryforwards will

continue until generally three years after tax attribute utilization. No income tax payments were made or income tax refunds received as of December 31, 2025, or December 31, 2024.

14. COMMITMENTS AND CONTINGENCIES

Contingencies in

the Normal Course of Business

Satellite construction contracts may include performance incentives whereby payment for a portion of the purchase price

of the satellite is contingent upon in-orbit performance of the satellite. The Company’s ultimate receipt of orbital performance incentives is subject to the continued performance of its satellites

generally over the contractually stipulated life of the satellites. A complete or partial loss of a satellite’s functionality can result in loss of orbital receivable payments or repayment of amounts received by the Company under a warranty

payback arrangement. The Company generally receives the present value of the orbital receivables if there is a launch failure or a failure caused by a customer error but will forfeit some or all of the orbital receivables if the loss is caused by

satellite failure or as a result of Company error. The Company recognizes orbital performance incentives in the financial statements based on the amounts that are expected to be received and believes that it will not incur a material loss relating

to the incentives recognized. With respect to the Company’s securitized liability for the orbital receivables, upon the occurrence of an event of default under the securitization facility agreement or upon the occurrence of limited events, the

Company may be required to repurchase on demand any effected receivables at their then net present value.

The Company may incur liquidated damages on

programs as a result of delays due to slippage, or for programs which fail to meet all milestone requirements as outlined within the contractual arrangements with customers. Losses on programs related to liquidated damages result in a reduction of

revenue. Changes in estimates related to contracts accounted for using the cost-to-cost method are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Unrecoverable costs on contracts that are expected to be incurred in future periods are recorded in program cost in the current

period. Additionally, construction contracts may have termination for default clauses, which if triggered, could result in potential losses and legal disputes.

The Company enters into agreements in the ordinary course of business with resellers and others. Most of these agreements require the Company to indemnify the

other party against third-party claims alleging that one of its products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of these agreements require the Company to indemnify the

other party against claims relating to property damage, personal injury or acts or omissions by the Company, its employees, agents or representatives.

From time to time, the Company has made guarantees regarding the performance of its systems to its customers. Some of these agreements do not limit the

maximum potential future payments the Company could be obligated to make. The Company evaluates and estimates potential losses from such indemnification based on the likelihood that the future event will occur. The Company has not incurred any

material costs as a result of such obligations and has not accrued any liabilities related to such indemnification and guarantees in the Consolidated Financial Statements.

The Company is a party to various other legal proceedings and claims that arise in the ordinary course of

business as either a plaintiff or defendant. As a matter of course, the Company is prepared both to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. The Company establishes accrued

liabilities for these matters where losses are deemed probable and reasonably estimable. The outcome of any of these other proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s

financial position, results of operations or liquidity. The Company expenses legal fees related to contingencies as incurred.

The Company maintains

insurance policies for settlements and judgments, as well as legal defense costs, for lawsuits such as those described in the subsequent paragraphs, although the amount of insurance coverage that the Company maintains may not be adequate to cover

all claims or liabilities. In addition, provisions of the Parents’s Certificate of Incorporation, Bylaws and indemnification agreements entered into with current and former directors and officers require the Company, among other things, to

indemnify these directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance expenses to such directors or officers in connection therewith.

Legal proceedings

Department of Justice Inquiries

In October 2023, the Civil Division of the U.S. Department of Justice (“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.

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. Those contracts were among the programs sold to Intuitive Machines, LLC (“Intuitive

Machines”) as part of the sale of the Lanteris Space Systems business (the “Lanteris Sale”) by Vantor Holdings Inc. (“Vantor Holdings”). As part of the Lanteris Sale, Galileo agreed to indemnify Intuitive Machines and

its affiliates for the liability of Lanteris related to this investigation. At the request of the Department of Justice, Vantor Holdings will present its response and counter arguments to dispute the department’s assertions against Lanteris of

False Claims Act violations in the coming months.

Vantor and Lanteris are fully cooperating with the investigation, however, it is too early in the

investigation to predict a probable exposure to loss or a range of possible outcomes.

15. SUPPLEMENTAL CASH FLOW

Selected cash payments and non-cash activities are as follows:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Supplemental non-cash investing and financing activities:

Accrued capital expenditures

16. SUBSEQUENT EVENTS

The Lanteris Sale was completed on January 13, 2026, for consideration of $450 million of cash and $350 million of Intuitive Machines common

stock.

EX-99.2

Filename: d132144dex992.htm · Sequence: 4

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On January 13, 2026, Intuitive

Machines, Inc. (“Intuitive Machines” or the “Company”), completed its previously announced acquisition of Lanteris Space Holdings LLC (“Lanteris”), through its subsidiary, Intuitive Machines, LLC

(“Purchaser”), pursuant to the previously announced Membership Interest Purchase Agreement, dated as of November 3, 2025 (the “Purchase Agreement”), by and among the Company, Purchaser, Lanteris, Vantor Holdings Inc.

(“Seller”) and Galileo TopCo, Inc (“Seller Parent”) (the “Acquisition”).

The unaudited pro forma condensed combined

financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the audited consolidated balance sheet of Intuitive Machines as

of December 31, 2025 with the audited consolidated balance sheet of Lanteris as of December 31, 2025, giving effect to the Acquisition as if it had been consummated on December 31, 2025.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the audited consolidated statement of

operations of Intuitive Machines for the year ended December 31, 2025 with the audited consolidated statement of operations of Lanteris for the year ended December 31, 2025, giving effect to the Acquisition as if it had been consummated on

January 1, 2025.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the

following historical financial statements and the accompanying notes, which are incorporated by reference into this amended Current Report on Form 8-K (“Form

8-K/A”):

•

The historical audited consolidated financial statements of Intuitive Machines as of and for the year ended

December 31, 2025, as included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 19, 2026;

•

The historical audited financial statements of Lanteris as of and for the year ended December 31, 2025,

included as an exhibit to the Form 8-K/A to which this unaudited pro forma condensed combined financial information is attached;

Accounting for the Acquisition

The unaudited pro forma

condensed combined financial information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Intuitive Machines has been

treated as the acquirer for accounting purposes, and thus accounts for the Acquisition as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The total purchase price

will be allocated to the tangible and intangible assets and liabilities acquired based on their respective fair values. The assets and liabilities of Lanteris have been measured based on various preliminary estimates using assumptions that the

Company’s management believes are reasonable and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed

combined financial information. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates used to prepare the

accompanying unaudited pro forma condensed combined financial information and could have a material impact on the combined company’s future results of operations and financial position.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information appearing below does not consider any potential effects of changes in market conditions on

revenues or expense efficiencies, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial

information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Acquisition.

The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the

assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Acquisition, which is discussed in further

detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the combined company’s consolidated results of operations or consolidated financial

position that would actually have occurred had the Acquisition been consummated on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position for any future date or period.

The accounting policies followed in preparing the unaudited pro forma condensed combined financial statements are those used by Intuitive Machines as set

forth in the audited historical financial statements. The unaudited pro forma condensed combined financial statements reflect any material adjustments known at this time to conform Lanteris’ historical financial information to Intuitive

Machine’s significant accounting policies based on the Company’s initial review and understanding of Lanteris’ summary of significant accounting policies from the date of the acquisition. A more comprehensive comparison and

assessment will occur, which may result in additional differences identified.

The unaudited pro forma condensed combined financial information is

presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved because of the Acquisition.

Lanteris and the Company have not had any historical material relationship prior to the Acquisition. Accordingly, no pro forma adjustments were required to

eliminate activities between the companies.

Balance Sheet Pro Forma Adjustments

As of December 31, 2025

Unaudited Pro

Forma Condensed Combined Balance Sheet

As of December 31, 2025

(in thousands, except share data and par value)

Intuitive Machines

Historical

Lanteris

Historical

Other Material

Adjustments

Transaction

Accounting

Adjustments

Pro Forma

Combined

ASSETS

Cash and cash equivalents

582,606

2,000

168,000

(A)

(403,000

)

(B)

275,684

(25,090

)

(C)

(48,832

)

(D)

Restricted Cash

2,733

—

2,733

Accounts receivable, net

12,193

157,000

169,193

Contract Assets

12,236

—

12,236

Prepaid and other current assets

9,046

10,000

19,046

Advances to suppliers

—

17,000

Inventory, net

—

53,000

Total current assets

618,814

239,000

168,000

(476,922

)

548,892

Property, plant and equipment, net of accumulated depreciation

68,550

133,000

27,000

(B)

228,550

Intangible assets, net

12,968

94,000

260,000

(B)

366,968

Goodwill

18,697

194,000

(97,291

)

(B)

115,406

Operating lease right-of-use assets, net of accumulated amortization

36,755

—

36,755

Finance lease right-of-use assets

—

Other assets

1,276

33,000

34,276

Orbital receivable, net

—

226,000

Total assets

757,154

919,000

168,000

(287,213

)

1,556,941

LIABILITIES

Accounts payable and accrued expenses

22,199

39,000

(9,324

)

(C)

51,875

Accounts payable - affiliated companies

1,723

—

1,723

Contract liabilities, current

57,368

156,000

213,368

Operating lease liabilities, current

10,466

15,000

25,466

Finance lease liabilities, current

—

Other current liabilities

33,028

36,000

69,028

Accrued liabilities

—

7,000

Accrued compensation and benefits

—

20,000

Total current liabilities

124,832

273,000

—

(9,324

)

388,508

Contract liabilities, non-current

335,335

—

335,335

Contract liabilities, non-current

6,341

—

6,341

Operating lease liabilities, non-current

26,290

32,000

58,290

Finance lease liabilities, non-current

—

Warrant liabilities

60,394

—

60,394

Other non-current liabilities

240

62,000

62,240

Pension and other postretirement benefits

—

55,000

Total liabilities

553,452

422,000

—

(9,324

)

966,128

MEZZANINE EQUITY

Series A preferred stock subject to possible redemption

6,613

—

6,613

Redeemable noncontrolling interests

951,536

—

951,536

EQUITY

Class A common stock

—

(A)

(B)

147

132

(D)

Class C common stock

—

Treasury stock, at cost

(33,525

)

—

(33,525

)

Paid-in capital

—

167,999

(A)

283,707

(B)

451,706

Accumulated Deficit

(721,457

)

—

(15,766

)

(C)

(786,187

)

(48,964

)

(D)

Member’s equity

—

462,000

(462,000

)

(B)

—

Accumulated other comprehensive income

—

35,000

(35,000

)

(B)

—

Total equity attributable to the Company

(754,964

)

497,000

168,000

(277,889

)

(367,853

)

Noncontrolling interests

517

—

517

Total liabilities and equity

757,154

919,000

168,000

(287,213

)

1,556,941

Please refer to the notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2025

(in thousands, except share and per share amounts)

Intuitive

Machines

Historical

Lanteris

Historical

Transaction

Accounting

Adjustments

Pro Forma

Combined

Revenue

Service

207,132

—

207,132

Grant

2,927

—

2,927

Product

—

591,000

Product - related party

—

10,000

Total revenues

210,059

601,000

—

811,059

Operating Expenses

Cost of revenue (excluding depreciation)

177,247

470,000

647,247

Cost of revenue (excluding depreciation) - affiliated companies

23,822

9,000

32,822

Depreciation and amortization

3,597

34,000

4,669

(AA)

54,933

12,667

(AA)

Impairment of property and equipment

—

35,000

General and administrative expenses (excluding depreciation and amortization)

92,624

55,000

48,964

(BB)

232,426

20,072

(CC)

15,766

(DD)

Total operating expenses

297,290

603,000

102,138

1,002,428

Operating profit (loss)

(87,231

)

(2,000

)

(102,138

)

(191,369

)

Other income (expense), net

Interest income

15,272

—

15,272

Interest expense

(4,177

)

(4,000

)

(8,177

)

Change in fair value of earn-out liabilities

(33,369

)

—

(33,369

)

Change in fair value of warrant liabilities

8,384

—

8,384

Change in fair value of SAFE agreements

(1,854

)

—

(1,854

)

Other income (expense), net

3,000

3,091

Total other income (expense), net

(15,653

)

(1,000

)

—

(16,653

)

Income (Loss) Before Income Taxes

(102,884

)

(3,000

)

(102,138

)

(208,022

)

Income tax (expense) / benefit

(3,962

)

—

21,449

(EE)

18,117

630

(FF)

Net Income (Loss)

(106,846

)

(3,000

)

(80,059

)

(189,905

)

Net loss attributable to redeemable noncontrolling interest

(25,059

)

—

(25,059

)

Net loss attributable to noncontrolling interest

1,507

—

1,507

Net Income (Loss) Attributable To The Company

(83,294

)

(3,000

)

(80,059

)

(166,353

)

Less: Preferred Dividends

(616

)

—

(616

)

Net Income (Loss) To Class A Common Shareholders

(83,910

)

(3,000

)

(80,059

)

(166,969

)

Average Number of Shares of Class A common stock Outstanding

Basic and diluted

115,426,620

149,991,722

Earnings Per Common Share

Basic and diluted

(0.73

)

(1.11

)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Basis of Presentation

The pro forma adjustments have been prepared as if the Acquisition had been consummated on December 31, 2025, in the case of the unaudited pro forma

condensed combined balance sheet, and, in the case of the unaudited pro forma condensed combined statements of operations, as if the Acquisition had been consummated on January 1, 2025, the beginning of the earliest period presented in the

unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined financial information has been prepared

assuming the acquisition method of accounting in accordance with GAAP. Under this method, Lanteris’ assets and liabilities will be recorded at their respective preliminary fair values. Any difference between the purchase price for Lanteris and

the fair value of the identifiable net assets acquired (including intangible assets) will be recorded as goodwill. The goodwill resulting from the Acquisition will not be amortized to expense, but instead will be reviewed for impairment at least

annually. The pro formas are based on preliminary accounting conclusions and are subject to potential revisions upon further analysis.

The pro forma

adjustments represent management’s estimates based on information available as of the date of this Form 8-K/A and are subject to change as additional information becomes available and additional analyses

are performed.

One-time direct and incremental transaction costs will be expensed as incurred under ASC 805 and

are assumed to be cash settled.

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2025 are as follows:

(A)

Reflects the proceeds of $175.0 million and the issuance of 11.6 million shares related to the

Private Investment in Public Equity (“PIPE”) funding announced by the Company on February 25, 2026, recorded net of $7.0 million in transaction costs.

(B)

Reflects the purchase price allocation adjustments to record Lanteris’ assets and liabilities at

estimated fair value based on the consideration conveyed. The related income statement adjustments are reflected at (BB).

The preliminary purchase price was allocated among the identified assets to be acquired, based on a preliminary analysis. Goodwill is expected

to be recognized as a result of the Acquisition, which represents the excess fair value of consideration over the fair value of the underlying net assets of Lanteris. This was considered appropriate based on the determination that the Acquisition

would be accounted for as a business acquisition under ASC 805. No deferred taxes are included in the pro forma tax provision because there is not expected to be differences in book and tax basis created from the preliminary purchase price

allocation. The estimates of fair value are based upon preliminary valuation assumptions, and are believed to be reasonable, but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates, and the difference

may be material.

The following is a preliminary estimate of the assets acquired and the liabilities assumed

by Intuitive Machines in the Acquisition, reconciled to the estimated purchase consideration:

Net Assets Identified

Preliminary

Estimate of

Fair Value

Cash and cash equivalents

2,000

Accounts receivable, net

157,000

Prepaid and other current assets

10,000

Advances to suppliers

17,000

Inventory, net

53,000

Property, plant, and equipment (1)

160,000

Intangible assets, net (2)

354,000

Goodwill

96,709

Other assets

33,000

Orbital receivables, net

226,000

Accounts payable and accrued expenses

(39,000

)

Contract liabilities, current

(156,000

)

Operating lease liabilities, current

(15,000

)

Other current liabilities

(36,000

)

Accrued liabilities

(7,000

)

Accrued compensation and benefits

(20,000

)

Operating lease liabilities, non-current

(32,000

)

Other non-current liabilities

(62,000

)

Deferred income taxes

—

Pension and other postretirement benefits

(55,000

)

Total Fair Value

686,709

Value Conveyed

Cash Consideration

403,000

Equity Consideration (3)

283,709

Total Purchase Consideration

686,709

(1)

The Property, plant, and equipment fair value was comprised of personal property; and personal property was

primarily comprised of laboratory equipment. The estimated remaining useful life of personal property is approximately 5 years.

(2)

Intangible assets, net were comprised of the following:

Asset type

Fair value

Remaining

Useful Life

Valuation methodology

Trademark/Trade name

4,000

Relief-from-royalty method (“RFR”)

Customer Relationships

175,000

Multi-Period Excess Earnings Method (“MPEEM”)

Developed Technology

175,000

Relief-from-royalty method (“RFR”)

Total Intangible assets, net

354,000

(3)

Equity consideration consisted of 22,991,028 shares of Class A common stock to legacy Lanteris equity

holders issued at a share price of $12.34.

(C)

Reflects the payment of transaction costs in the amount of $25.1 million. Of this amount, approximately

$9.3 million was incurred and accrued for on the balance sheet as of December 31, 2025. These expenses were primarily comprised of investment banking fees, legal fees, issuance costs, accounting and audit fees, and other related advisory costs.

(D)

Reflects compensation expense in the amount of $49.0 million recorded at closing related to (i) cash

payments upon settlement of the legacy Lanteris long-term incentive program, and (ii) cash bonuses paid at closing.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year ended

December 31, 2025

The adjustments included in the unaudited pro forma condensed combined statement of operations for the year

ended December 31, 2025 are as follows:

(AA)

Reflects the pro forma impacts related to the purchase price allocation discussed at adjustment (B). This

includes the following impacts:

Depreciation expense – Reflects an increase to depreciation expense related to personal

property, calculated using the depreciation expense based on an increase in fair value and a weighted average useful life of 5 years.

Amortization expense – Reflects an increase in amortization expense related to trade name,

customer relationships, and developed technology, calculated using the estimated weighted average remaining useful life for these assets of 1, 15, and 25 years, respectively.

(BB)

Reflects stock compensation expense recorded as of closing, as discussed in further detail at balance sheet

adjustment (D).

(CC)

Reflects stock compensation expense related to stock-based awards granted to employees, which vest over one

year following closing. As these awards vest one year following issuance, these costs will not be recurring.

(DD)

Reflects transaction costs associated with the Acquisition, as discussed in further detail at balance sheet

adjustment (C).

(EE)

Reflects the tax impact of all pro forma adjustments for the ended December 31, 2025, calculated using a

statutory rate of 21%.

(FF)

Reflects the tax impact of Lanteris’ historical results, as Lanteris was previously a disregarded entity

which never paid federal income taxes; the adjustment reflects federal income tax on income before income taxes for the year ended December 31, 2025, calculated using a statutory rate of 21%.

Unaudited Pro Forma Net Income Per Share

The pro forma net income per share calculations have been performed for the year ended December 31, 2025, assuming the Acquisition occurred on

January 1, 2025.

The below table excludes the stock-based awards that were issued in connection with the Acquisition that vest over the one year

following issuance, which are subject to service conditions.

For the Year Ended

December 31, 2025

Numerator

Pro forma net income attributable to Class A common shareholders

(166,969

)

Net earnings allocated to Class A common shareholders – basic and

diluted

(166,969

)

Denominator

Intuitive Machines’ shares

115,426,620

Shares to Lanteris legacy equity holders

22,991,028

PIPE shares

11,574,074

Pro forma weighted average shares of Class A common stock outstanding – basic and

diluted

149,991,722

Pro Forma basic and diluted earnings per share

(1.11

)

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Document and Entity Information

Jan. 12, 2026

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Jan. 12, 2026

Entity Registrant Name

INTUITIVE MACHINES, INC.

Entity Incorporation State Country Code

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Entity Tax Identification Number

36-5056189

Entity Address Address Line 1

13467 Columbia Shuttle Street

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Houston

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Amendment Description

As previously reported, on January 13, 2026, Intuitive Machines, Inc. (the “Company”) consummated the acquisition (the “Acquisition”) of 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”) through its subsidiary, Intuitive Machines, LLC (“Purchaser”), pursuant to the previously announced Membership Interest Purchase Agreement, dated as of November 3, 2025 (the “Purchase Agreement”), by and among the Company, Purchaser, Lanteris, Vantor Holdings Inc. (“Seller”) and Galileo TopCo, Inc. The Acquisition, first announced on November 4, 2025, was completed for $800 million before closing adjustments, consisting of $450 million in cash and $350 million of Intuitive Machines, Inc. Class A Common Stock, par value $0.0001 per share.The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2026 (the “Original Report”), contains a description of the closing of the Acquisition and related matters, which description is incorporated herein by reference.This Amendment No. 1 to the Original Report is being filed with the SEC solely to amend and supplement Item 9.01 of the Original Report to include the following information:

•

Unaudited pro forma financial information and accompanying notes, as of and for the year ended December 31, 2025, attached hereto as Exhibit 99.2. This Amendment No. 1 makes no other amendments to the Original Report and should be read in conjunction with the Original Report. This Amendment No. 1 does not purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing of the Original Report.

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