Intuitive Machines plans $250 million convertible notes offering

Intuitive Machines Inc. (NASDAQ: LUNR) announced plans to offer $250 million in convertible senior notes due 2030 through a private placement to qualified institutional buyers.

The Houston-based space exploration company said it may grant initial purchasers an option to buy an additional $37.5 million in notes within 13 days of the initial issuance. The notes will be senior, unsecured obligations that accrue interest payable semiannually beginning April 1, 2026, and mature October 1, 2030.

The notes will be convertible into cash, shares of the company's Class A common stock, or a combination of both at Intuitive Machines' discretion. The interest rate and initial conversion rate will be determined when the offering is priced.

Intuitive Machines plans to use a portion of the net proceeds to pay for capped call transactions designed to reduce potential dilution from note conversions. The remaining funds will support general corporate purposes including operations, research and development, and potential acquisitions.

The company expects to enter into capped call transactions with initial purchasers or their affiliates to cover shares underlying the notes. These transactions are intended to reduce dilution to existing shareholders and offset cash payments above the principal amount of converted notes, subject to a cap.

The company noted that counterparties may purchase shares or enter derivative transactions around the pricing, which could affect the stock price. Similar trading activity may occur throughout the notes' term, particularly during the 25 trading days before maturity.

The notes will only be offered to qualified institutional buyers under Rule 144A and have not been registered under the Securities Act. The company emphasized this announcement does not constitute an offer to sell securities.

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