Intuitive Machines, Inc.

Filing Date

May 20, 2026

Transaction Date

May 18, 2026

Accession Number

0001213900-26-059787

Form Type

4

Footnotes

1. (F1)On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.
2. (F2)The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.