Intuitive Machines Inc.

01/23/2026 | Press release | Distributed by Public on 01/23/2026 18:34

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
ADVENT INTERNATIONAL, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2026
3. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [LUNR]
(Last) (First) (Middle)
PRUDENTIAL TOWER, 800 BOYLSTON STREET, SUITE 3300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
BOSTON, MA 02199-8069
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 22,991,028 I See foornote(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADVENT INTERNATIONAL, L.P.
PRUDENTIAL TOWER
800 BOYLSTON STREET, SUITE 3300
BOSTON, MA 02199-8069
X
ADVENT INTERNATIONAL GP, LLC
PRUDENTIAL TOWER
800 BOYLSTON STREET, SUITE 3300
BOSTON, MA 02199-8069
X
Vantor Holdings Inc.
1300 W. 120TH AVE.
WESTMINSTER, CO 80234
X

Signatures

ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance 01/23/2026
**Signature of Reporting Person Date
ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance 01/23/2026
**Signature of Reporting Person Date
VANTOR HOLDINGS INC., By: /s/ Laurie Korneffel, Name: Laurie Korneffel, Title: Corporate Secretary 01/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported securities are directly held by Vantor Holdings Inc. ("Vantor"), which is indirectly owned 100% by Galileo TopCo, Inc. ("Galileo"). Advent International, L.P., and its general partner, Advent International GP, LLC, indirectly hold 78% of the equity in Galileo and Vantor and as such, control and beneficially own the reported securities directly held by Vantor, but disclaim such beneficial ownership, except to the extent of their pecuniary interests therein, if any.

Remarks:
EDGAR filing codes for Galileo were not yet available at the time of this filing but, as an indirect holder of the reported securities, Galileo is intended and deemed to be included as a Reporting Person on this Form 3.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Intuitive Machines Inc. published this content on January 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 24, 2026 at 00:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]