Intuitive Machines, Inc. Form 8-K Summary
Business context and reporting period
Filed under Item 8.01 on April 29, 2024, with an earliest reported event date of April 25, 2024. The filing provides an updated beneficial ownership table as of April 25, 2024, intended in part to support potential inclusion in the Russell indices. It does not report operating results for a quarterly or annual period.
Capitalization and ownership metrics
- Class A common stock outstanding: 53,723,453 shares.
- Class C common stock outstanding: 70,909,012 shares.
- Class B common stock outstanding: none.
- Class C shares carry three votes per share; Class A and Class B shares carry one vote per share.
- All classes vote together as a single class on matters submitted to stockholders.
- Beneficial ownership calculations include securities currently exercisable or exercisable within 60 days, subject to applicable ownership blockers.
| Holder | Reported beneficial ownership | Total voting power |
|---|---|---|
| Guy Shanon | 9,216,104 Class A shares, or 15.3% of Class A | 3.4% |
| Kingstown Capital Management, L.P. | Approximately 5.4 million Class A shares, or 9.3% of Class A | 2.0% |
| Stephen Altemus | 16,792,622 shares, including 16,581,703 Class C shares | 18.7% |
| Dr. Kamal Ghaffarian | 57,741,113 shares, including 43,825,852 Class C shares | 52.5% |
| Dr. Timothy Crain | 10,614,267 shares, including 10,501,457 Class C shares | 11.9% |
| All directors and executive officers as a group | 89,758,441 shares, including all 70,909,012 Class C shares | 82.8% |
Material changes, outlook, risks, and unusual items
- The filing updates ownership to reflect restricted stock units, performance-based restricted stock units, OpCo common units, warrants, preferred-stock conversion rights, and related securities.
- Several executive RSU awards vested or began vesting on April 11, 2024. Certain RSUs were surrendered at vesting to satisfy tax withholding obligations.
- OpCo common units paired with Class B or Class C shares may generally be exchanged for Class A shares on a one-for-one basis after the applicable lock-up period, subject to specified adjustments or, at the Company’s election, a cash alternative. Future exchanges could increase Class A share count and affect ownership percentages.
- The ownership disclosures include securities subject to 9.8% or 9.9% beneficial ownership blockers; reported amounts may therefore differ from immediately exercisable or convertible amounts before applying those limitations.
- Management expressed expectations regarding potential inclusion in the Russell indices. Inclusion is not assured and may depend on eligibility, market capitalization, free float, liquidity, and index-provider decisions.
- The filing contains customary forward-looking statement risks and refers investors to the risk factors in the Company’s Form 10-K and subsequent SEC filings.
- No revenue, profit, cash flow, margin, debt, liquidity, or financial guidance data are provided; the filing text does not provide clear values for those metrics.
Important facts for investors to verify
- Verify the share counts, ownership percentages, and voting-power calculations, particularly the reported Class C concentration.
- Review the beneficial ownership footnotes to distinguish issued shares from shares underlying warrants, conversion rights, OpCo units, and equity awards.
- Assess the potential dilution and voting effects of exchangeable OpCo units, warrants, preferred-stock conversion rights, and unvested or vested RSUs.
- Confirm the applicable ownership blockers and lock-up provisions before relying on reported beneficial ownership figures.
- Do not treat potential Russell index inclusion as a completed event or as operating or financial guidance.
- Consult the Company’s latest periodic filing for financial performance, liquidity, debt, and risk information absent from this 8-K.