What the changes say
- Acquisition integration risks emerge as Intuitive Machines incorporates Lanteris following its January 2026 purchase.
- Convertible notes issuance introduces financial dilution, conversion, and counterparty risks from capped call transactions.
- U.S. government reliance continues under new efficiency initiatives and shifting budget priorities.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
As part of growing our business, we have made and may continue to make acquisitions. Any acquisitions, partnerships or joint ventures into which we enter subject us to integration risks and could disrupt our operations and have a material adverse effect on our business, financial condition, and results of operations
Acquiring Lanteris and future businesses creates integration challenges and may divert management resources or harm financial performance.
- NewRisks Related to Our Business and Industry
The future revenue and operating results of the satellite integrated build capability are dependent on our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customers
Our satellite integrated build capability depends on generating sustainable orders amid cyclical commercial satellite market demand.
- NewRisks Relating to Compliance with Law, Government Regulation and Litigation
to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition
Launching spacecraft requires FCC and FAA licenses subject to interagency security and foreign ownership reviews that could cause delays.
- NewRisks Relating to Compliance with Law, Government Regulation and Litigation
as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol
The Department of Government Efficiency and budget uncertainty could negatively impact funding for our U.S. government contracts.
- NewRisks Relating to Our Capital Resources
examined, or reviewed by our registered public accountants or any other independent party, and no assurance is provided with respect to such information
Our business guidance is based on management assumptions that may differ materially from actual results in a rapidly evolving market.
- NewRisks Relating to Our Capital Resources
Pension and other postretirement benefit obligations may materially impact our earnings, stockholders’ equity and cash flows from operations, and could have significant adverse impacts in future periods
Lanteris employee pension obligations and plan asset returns could require future cash contributions and impact our earnings.
- NewRisks Relating to Our Convertible Notes
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes
We may lack sufficient cash or financing to repurchase Convertible Notes upon a fundamental change or settle conversions.
- NewRisks Relating to Our Convertible Notes
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results
Conditional conversion features of Convertible Notes could drain our liquidity or force short-term liability reclassifications.
- NewRisks Relating to Our Convertible Notes
Conversions of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A Common Stock
Converting Convertible Notes into Class A Common Stock could dilute ownership and depress our stock price.
- NewRisks Relating to Our Convertible Notes
The capped call transactions may affect the value of the Convertible Notes and our Class A Common Stock
Privately negotiated capped call transactions are intended to reduce potential conversion dilution of our Class A Common Stock.
- NewRisks Relating to Our Convertible Notes
The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral
Default by option counterparties on capped call transactions leaves us as unsecured creditors exposed to stock price volatility.
Dropped
- DroppedRisks Relating to Our Capital Resources
We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our common stock less attractive to investors
- DroppedRisks Relating to Our Organizational Structure
we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status
Reworded
- 83% rewrittenRisks Relating to Our Capital Resources
Our actual results may differ significantly from our earnings guidance
Clarified that earnings projection assumptions are prepared solely by management without independent expert compilation.
- 76% rewrittenRisks Relating to Our Capital Resources
Our indebtedness could expose us to risks that could adversely affect our business, financial condition, and results of operations
Removed introductory conditional language regarding potential future indebtedness since debt is now actively held.
Was: Our indebtedness could expose us to risks that could adversely affect our business, results of operations and financial condition
- 63% rewrittenRisks Related to Our Business and Industry
We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites. Any such issue could harm our business, financial condition, and results of operations
Retained existing NASA lunar constellation verification task order disclosures without structural text modifications.
Was: We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites. Any such issue could harm our business, results of operations and financial condition
- 52% rewrittenRisks Related to Our Business and Industry
We may use artificial intelligence (“AI”) in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business
Added specific references to our use of an isolated private corporate AI chatbot and GitLab Duo.
- 49% rewrittenRisks Relating to Compliance with Law, Government Regulation and Litigation
Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto
Maintained broad governmental and regulatory compliance risk language without substantive textual changes.
- 48% rewrittenRisks Related to Our Business and Industry
If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed
Retained growth management and infrastructure expansion risk factors without material textual additions.
Was: If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed
- 48% rewrittenRisks Relating to Our Organizational Structure
We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed
Preserved Tax Receivable Agreement risk terms regarding complex tax reporting positions and IRS challenges.
- 47% rewrittenRisks Relating to Compliance with Law, Government Regulation and Litigation
Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability
Maintained third-party open source software license compliance and intellectual property infringement risk disclosures.
- 40% rewrittenRisks Related to Our Business and Industry
Disruptions in U.S. government operations and funding, including government shutdowns, could harm our business, financial condition, and results of operations could be harmed
Was: Disruptions in U.S. government operations and funding could harm our business, results of operations, and financial condition could be harmed
- 31% rewrittenRisks Related to Our Business and Industry
Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share
- 28% rewrittenRisks Related to Our Business and Industry
Customer concentration creates risks for our business
- 27% rewrittenRisks Related to Our Business and Industry
We rely on a limited number of suppliers for certain materials and supplied components. We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms
- 26% rewrittenRisks Relating to the Ownership of Our Class A Common Stock
Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Common Stock to fall
- 26% rewrittenRisks Relating to Compliance with Law, Government Regulation and Litigation
If we are unable to protect the confidentiality of our proprietary information, trade secrets and know-how, our business and competitive position may be harmed
Was: If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position may be harmed
- 24% rewrittenRisks Related to Our Business and Industry
The market for commercial space systems in cislunar and beyond has not been established with precision. It is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected
Was: The market for commercial spaceflight is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected
- 22% rewrittenRisks Relating to the Ownership of Our Class A Common Stock
Our business and operations could be negatively affected if it becomes subject to certain claims, litigation or shareholder activism, which could, among other things, cause us to incur significant expense, negatively impact our reputation, hinder execution of business and growth strategy and impact our stock price
All 49 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Our ability to be successful depends upon the efforts of our Board and key personnel and the loss of such persons could negatively impact the operations and profitability of our business
- 02As part of growing our business, we have made and may continue to make acquisitions. Any acquisitions, partnerships or joint ventures into which we enter subject us to integration risks and could disrupt our operations and have a material adverse effect on our business, financial condition, and results of operationsNew
- 03If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed48% rewritten
- 04The future revenue and operating results of the satellite integrated build capability are dependent on our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customersNew
- 05Customer concentration creates risks for our business28% rewritten
- 06Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter
- 07Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share31% rewritten
- 08Disruptions in U.S. government operations and funding, including government shutdowns, could harm our business, financial condition, and results of operations could be harmed40% rewritten
- 09Unsatisfactory performance of our satellite and space systems or security incidents at our facilities could have a material adverse effect on our business, financial condition, and results of operations
- 10The market for commercial space systems in cislunar and beyond has not been established with precision. It is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected24% rewritten
- 11We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites. Any such issue could harm our business, financial condition, and results of operations63% rewritten
- 12Our business involves significant risks and uncertainties that may not be covered by insurance. Also, due to the inherent risks associated with commercial spaceflight, there is the possibility that any accident or catastrophe could lead to the loss of human life or a medical emergency
- 13The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, financial condition, and results of operations
- 14We rely on a limited number of suppliers for certain materials and supplied components. We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms27% rewritten
- 15Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner
- 16Rising inflation may materially impact our business, financial condition, and results of operations
- 17We are dependent on technology and automated systems to operate our business
- 18We may use artificial intelligence (“AI”) in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business52% rewritten
- 19Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, financial condition, and results of operations
Risks Relating to Compliance with Law, Government Regulation and Litigation
- 20Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto49% rewritten
- 21to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial conditionNew
- 22If we are unable to protect the confidentiality of our proprietary information, trade secrets and know-how, our business and competitive position may be harmed26% rewritten
- 23Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability47% rewritten
- 24as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocolNew
- 25Uncertain macro-economic and political conditions could materially adversely affect our business, financial condition, and results of operations
Risks Relating to Our Capital Resources
- 26Our indebtedness could expose us to risks that could adversely affect our business, financial condition, and results of operations76% rewritten
- 27Our actual results may differ significantly from our earnings guidance83% rewritten
- 28examined, or reviewed by our registered public accountants or any other independent party, and no assurance is provided with respect to such informationNew
- 29Our operating results may vary significantly from quarter to quarter
- 30Any increased purchase requests we receive as a result of the U.S. government’s fiscal year end would serve to increase our third or fourth quarter revenue, but will generally decrease profit margins for that quarter, as these activities generally are not as profitable as our typical offerings
- 31Changes in our accounting estimates and assumptions could negatively affect our business, results of operations and financial position
- 32Pension and other postretirement benefit obligations may materially impact our earnings, stockholders’ equity and cash flows from operations, and could have significant adverse impacts in future periodsNew
Risks Relating to Our Convertible Notes
- 33We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible NotesNew
- 34The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating resultsNew
- 35Conversions of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A Common StockNew
- 36The capped call transactions may affect the value of the Convertible Notes and our Class A Common StockNew
- 37The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateralNew
Risks Relating to Our Organizational Structure
- 38The Tax Receivable Agreement with the TRA Holders (as defined below) requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial
- 39In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement
- 40We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed48% rewritten
- 41If we were deemed to be an investment company under the Investment Company Act, as a result of our ownership of Intuitive Machines, LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business
- 42We and Intuitive Machines, LLC are controlled by our Founders (as defined below), whose interests may differ from those of our public stockholders
- 43We cannot predict the impact our multi-class structure may have on our stock price
Risks Relating to the Ownership of Our Class A Common Stock
- 44Delaware law and the Certificate of Incorporation and our bylaws (the “By-Laws”) contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
- 45These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management
- 46Our business and operations could be negatively affected if it becomes subject to certain claims, litigation or shareholder activism, which could, among other things, cause us to incur significant expense, negatively impact our reputation, hinder execution of business and growth strategy and impact our stock price22% rewritten
- 47We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of Class A Common Stock, which could depress the trading price of our Class A Common Stock
- 48Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Common Stock to fall26% rewritten
- 49Our issuance of additional capital stock in connection with financings, acquisitions, investments, the Equity Incentive Plan or otherwise will dilute all other stockholders
Other Intuitive Machines 10-Ks
- FY2024 10-K risk factors40 risks
Heavy reliance on a single major customer representing 90% of 2024 revenue creates extreme concentration risk. Operations depend heavily on U.S. government space contracts and federal funding continuity. Significant financial obligations under the Tax Receivable Agreement could require substantial cash payments to TRA holders.
Filed Mar 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.