v3.26.1
Mezzanine Equity and Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Mezzanine Equity and Equity
NOTE 12 - MEZZANINE EQUITY AND EQUITY

Capital Stock

The table below reflects share information about the Company’s capital stock as of June 30, 2026.

Par ValueAuthorizedIssuedTreasury StockOutstanding
Class A Common Stock$0.0001 500,000,000171,720,829(2,191,080)169,529,749
Class B Common Stock$0.0001 100,000,000———
Class C Common Stock$0.0001 100,000,00055,851,004—55,851,004
Series A Preferred Stock$0.0001 25,000,0005,000—5,000
Total shares725,000,000227,576,833(2,191,080)225,385,753
ATM Program
In connection with the filing of a Registration Statement on Form S-3 (File No. 333-296442) with the SEC, which became effective on June 2, 2026, the Company entered into a Sales Agreement (the “Sales Agreement”), dated June 2, 2026, with 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”) to sell shares of Class A Common Stock having an aggregate sale price of up to $500.0 million through our ATM Program. The sales of the shares under the ATM Program may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agents sell the Class A Common Stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Under the ATM Program, the agents are entitled to total compensation at a commission rate of up to 3.0% of the sales price per share sold.

As of June 30, 2026, the Company had sold and issued 8,259,379 shares of Class A Common Stock under the ATM Program and received cash proceeds of approximately $235.2 million, net of $3.6 million in commissions and transaction fees.

February 2026 Securities Purchase Agreement
On February 27, 2026, the Company completed the issuance and sale to the Investors of 11,574,069 shares of Class A Common Stock at a price of $15.12 per share for an aggregate purchase price of $175.0 million pursuant to the terms of the Securities Purchase Agreement.

Series A Preferred Stock (Mezzanine Equity)
As a result of the Private Placement Transaction on September 5, 2023 (as discussed below) and in accordance with the terms of the Certificate of Designation, the Series A Preferred Stock conversion price was reduced from $12.00 per share to $5.10 per share. Additionally, as a result of the Warrant Exercise Agreement on January 10, 2024 in conjunction with the warrant transactions discussed in Note 13, the Series A Preferred Stock conversion price was further reduced from $5.10 per share to $3.00 per share.

Redeemable Noncontrolling Interests (Mezzanine Equity)
As of June 30, 2026, the prior investors of Intuitive Machines, LLC own 24.8% of the outstanding common units of Intuitive Machines, LLC. The prior investors of Intuitive Machines, LLC have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Class B Common Stock or Class C Common Stock in Intuitive Machines, Inc.) for shares of Class A Common Stock on a one-to-one basis or cash proceeds for an
equivalent amount. The option to redeem Intuitive Machines, LLC’s common units for cash proceeds must be approved by the Board. The ability to put common units is solely within the control of the holder of the redeemable noncontrolling interests. If the prior investors elect the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock and subject to the Company’s Board approval.

The financial results of Intuitive Machines, LLC and its subsidiaries are consolidated with Intuitive Machines, Inc. with the redeemable noncontrolling interests' share of our net loss separately allocated.