Intuitive Machines, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On August 3, 2026, Intuitive Machines, LLC (“Buyer”), a wholly owned subsidiary of Intuitive Machines, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “MIPA”) with Goonhilly Holdings USA Inc., pursuant to which Buyer acquired all of the issued and outstanding membership interests of COMSAT LLC (formerly Goonhilly Inc.) (“COMSAT”) for a base cash purchase price of $10 million and reimbursement of expenses, which amount is subject to adjustments for cash, debt, working capital and specified capital expenditures, including a post-closing true-up. The MIPA is part of the acquisition of the Goonhilly group’s UK and U.S. operations pursuant to the Share Purchase Agreement, dated May 14, 2026, by and among the Company, Buyer and Goonhilly Holdings Limited (the “SPA”), (the transactions collectively, the “Goonhilly Acquisition”), as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2026 (the “Goonhilly Signing 8-K”). The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the MIPA, which will be filed as an exhibit to a subsequent filing, which may include a periodic report.

Item 7.01 Regulation FD Disclosure. On August 3, 2026, the Company issued a press release announcing the consummation of the Goonhilly Acquisition. A copy of the press release, dated August 3, 2026, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Current Report on Form 8-K pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events. On August 3, 2026, the Company consummated the Goonhilly Acquisition. Pursuant to the SPA, Buyer acquired all of the issued and outstanding shares of Goonhilly Earth Station Limited, a ground station and satellite communications company incorporated in England and Wales (the “UK Acquisition”). The aggregate consideration for the UK Acquisition (the “UK Consideration”) was £37.0 million, split equally between cash and stock, as previously disclosed in the Goonhilly Signing 8-K. The stock portion consisted of 960,649 shares of the Company’s Class A common stock, par value $0.0001 per share. The UK Consideration is subject to post-closing adjustments. As described in Item 1.01 above, Buyer also acquired all of the issued and outstanding membership interests of COMSAT pursuant to the MIPA.