Intuitive Machines, Inc. (NASDAQ: LUNR) has announced the pricing of $300.0 million aggregate principal amount of 2.500% convertible senior notes due 2030 in a private offering. This offering was upsized from the previously announced size of $250.0 million to $300.0 million. The company estimates that the net proceeds from the notes offering will be approximately $291.8 million, or approximately $335.5 million if the initial purchasers exercise their option to purchase additional notes in full.
The notes will accrue interest at an annual rate of 2.500%, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The notes will mature on October 1, 2030, unless earlier converted, redeemed, or repurchased. The initial conversion rate will be 76.2631 shares of Intuitive Machines’ Class A common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $13.1125 per share, representing a premium of approximately 25.0% over the last reported sale price of $10.49 per share on August 13, 2025.
The notes will not be redeemable at Intuitive Machines’ option prior to October 6, 2028. After this date and prior to the 26th trading day immediately preceding the maturity date, the company may, at its option, redeem all or any portion of the notes for cash under certain conditions. Noteholders will also have the right, subject to certain conditions and exceptions, to require Intuitive Machines to repurchase for cash all or a portion of their notes upon the occurrence of a "fundamental change."
In connection with the pricing of the notes, Intuitive Machines entered into privately negotiated capped call transactions with certain financial institutions. The capped call transactions are expected to reduce the potential dilution to Intuitive Machines’ Class A common stock upon any conversion of notes and/or offset any cash payments the company is required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap.
The press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes or shares of Intuitive Machines’ Class A common stock issuable upon conversion of the notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful.
Since the last period, the offering size has been increased from $250.0 million to $300.0 million, and the company estimates the net proceeds from the notes offering to be approximately $291.8 million, up from the previously expected $250.0 million. Additionally, the initial conversion rate for the notes represents a premium of approximately 25.0% over the last reported sale price of Intuitive Machines’ Class A common stock on August 13, 2025. As a result of these announcements, the company's shares have moved 1.32% on the market, and are now trading at a price of $9.205. For the full picture, make sure to review Intuitive Machines's 8-K report.
