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Intuitive Machines Announces Proposed Private Offering of Convertible Senior Notes

HOUSTON, Aug. 13, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR) ("Intuitive Machines" or the "Company"), a leading space exploration, infrastructure, and services company, announced today its intent to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of convertible senior notes due 2030 (the "Notes") in a private offering (the "Notes Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company intends to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $37.5 million aggregate principal amount of Notes.

The Notes will be senior, unsecured obligations of Intuitive Machines, will accrue interest at an annual rate payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Notes will mature on October 1, 2030, unless earlier converted, redeemed or repurchased. The Notes will be convertible into cash, shares of Intuitive Machines' Class A common stock, or a combination thereof, at Intuitive Machines' election. The interest rate, initial conversion rate, and other terms of the Notes are to be determined upon pricing of the Notes Offering.

Intuitive Machines intends to use a portion of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. Intuitive Machines intends to use the remaining net proceeds from the Notes Offering for general corporate purposes, including operations, research and development and potential acquisitions. If the initial purchasers exercise their option to purchase additional Notes, Intuitive Machines expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used for general corporate purposes, including operations, research and development and potential acquisitions.

Capped Call Transactions

In connection with the pricing of the Notes, Intuitive Machines expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or affiliates thereof and/or other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to customary adjustments, the number of shares of Intuitive Machines' Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Intuitive Machines' Class A common stock upon any conversion of Notes and/or offset any cash payments Intuitive Machines ...