Fair Value Measurements

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 16 - 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 March 31, 2026 and December 31, 2025 at fair value on a recurring basis.

	March 31, 2026
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liabilities - Conversion Series A	Recurring	69,816		—		—		69,816
Contingent consideration liabilities	Recurring	5,874		5,874		$	—	—
Total liabilities measured at fair value		$	75,690	$	5,874	$	—	$	69,816

	December 31, 2025
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Warrant liabilities - Conversion Series A	Recurring	$	60,394	$	—	$	—	$	60,394
Contingent consideration liabilities	Recurring	5,353		5,353		—		—
Total liabilities measured at fair value		$	65,747	$	5,353	$	—	$	60,394

Cash and cash equivalents consist of cash in bank, time deposits and other highly liquid investments purchased 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):

	Warrant liabilities - Series A
Balance, December 31, 2025	$	60,394
Additions	—
Change in fair value	9,422
Converted to equity	—
Balance, March 31, 2026	$	69,816

	Earn-out liabilities		Warrant liabilities - Series A
Balance, December 31, 2024	$	134,156	$	68,778
Additions	—		—
Change in fair value	33,369		(43,002)
Converted to equity	(167,525)		—
Balance, March 31, 2025	$	—	$	25,776

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 three months ended March 31, 2025.

Conversion Series A Warrant Liabilities

The fair value of the Conversion Series A Warrant liabilities as of March 31, 2026 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 $18.56, (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.81%; and (iv) expected volatility of 108%.

Contingent Consideration Liability

On October 1, 2025 and in connection with the purchase consideration related to our acquisition of KinetX, approximately 329,827 shares of Class A Common Stock were held back in escrow to fund post-closing adjustments, in the amount of $3.5 million, based on the acquisition date closing stock price of $10.61, and recorded as a contingent consideration liability in our condensed consolidated balance sheets. During the three months ended March 31, 2026, 13,336 shares of Class A Common Stock were released from escrow and issued. The fair value of the contingent consideration liability of the remaining 316,491 shares of Class A Common Stock held in escrow as of March 31, 2026 was estimated based on our Class A Common Stock closing stock price of $18.56. See Note 3 - Acquisitions for additional information on the acquisition of KinetX.