Fair Value Measurements

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 11 - FAIR VALUE MEASUREMENTS

The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 at fair value on a recurring basis.

	September 30, 2025
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liabilities - Conversion Series A	Recurring	36,859		—		—		36,859
Total liabilities measured at fair value		$	36,859	$	—	$	—	$	36,859

	December 31, 2024
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	134,156	$	—	$	—	$	134,156
Warrant liabilities - Conversion Series A	Recurring	68,778		—		—		68,778
Total liabilities measured at fair value		$	202,934	$	—	$	—	$	202,934

Cash and cash equivalents consist of cash in bank, demand deposit accounts, money market funds and short-term certificates of deposit with original maturities of less than 90 days. Because of the short-term nature of these instruments, the carrying amounts approximate fair value and therefore are considered Level 1 measurements under the fair value hierarchy.

The following tables provide roll-forwards of the Company’s Level 3 liabilities (in thousands):

	Earn-out liabilities		Warrant liabilities - Conversion Series A		Total Warrant liabilities
Balance, December 31, 2024	$	134,156	$	68,778	$	68,778
Change in fair value	33,369		(31,919)		(31,919)
Converted to equity	(167,525)		—		—
Balance, September 30, 2025	$	—	36,859		36,859

	Earn-out liabilities		Warrant liabilities - Series A		Warrant liabilities - Series B		Total Warrant liabilities
Balance, December 31, 2023	$	14,032	$	8,612	$	2,682	$	11,294
Additions	—		20,827		11,262		32,089
Change in fair value	33,816		18,800		17,841		36,641
Converted to equity	—		(20,471)		(9,758)		(30,229)
Balance, September 30, 2024	$	47,848	27,768		22,027		49,795

Earn-out Liabilities

As a result of the Business Combination, certain Intuitive Machines, LLC members received 10,000,000 earn out units of Intuitive Machines, LLC (“Earn Out Units”) subject to certain triggering events. Upon the vesting of any Earn Out Units, each of the certain Intuitive Machines, LLC members will be issued (i) by Intuitive Machines, LLC an equal number of Intuitive Machines, LLC Common Units and (ii) by Intuitive Machines, an equal number of shares of Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to Intuitive Machines, Inc. of a per-share price equal to the par value per share of the Class C Common Stock. Under the earn out agreement, Earn Out Units of 2,500,000 vested during the year ended December 31, 2023, and the remaining 7,500,000 Earn Out Units vested during the nine months ended September 30, 2025.

Warrant Liabilities

Conversion Warrants

The fair value of the Conversion Series A Warrant liabilities as of September 30, 2025 was estimated using a Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $10.52; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.63%; and (iv) expected volatility of 91%.