SCHEDULE: Advent International Group Discloses 16% Stake in Intuitive Machines

Advent International, along with its affiliates, has reported a 16% beneficial ownership stake in Intuitive Machines, Inc., totaling 22,991,028 shares of Class A Common Stock.

Summary

• Advent International, L.P., Advent International GP, LLC, Galileo TopCo, Inc., and Vantor Holdings Inc. (collectively, the "Reporting Persons") have filed a Schedule 13G.
• The Reporting Persons beneficially own 22,991,028 shares of Class A Common Stock of Intuitive Machines, Inc.
• This represents 16% of the outstanding Class A Common Stock.
• The percentage is calculated based on 119,319,784 shares outstanding as of November 10, 2025, plus an additional 24,311,183 shares issued in connection with a Purchase Agreement.
• Vantor Holdings Inc. directly holds the shares, with Galileo TopCo, Inc. owning 100% of Vantor.
• Advent International, L.P. and Advent International GP, LLC indirectly hold 78% equity in Galileo and Vantor, thus controlling and beneficially owning the reported securities.
• The filing certifies that the securities were not acquired for the purpose of changing or influencing control of Intuitive Machines, Inc.

Sentiment

Score: 7

Explanation: The filing indicates a significant, passive institutional investment by a reputable private equity firm, which is generally a positive signal for the company's long-term prospects. The certification of passive intent mitigates concerns about immediate control changes.

Positives

• Significant institutional investment from Advent International, a major private equity firm, indicating confidence in Intuitive Machines.
• The stake represents a substantial 16% ownership, suggesting a long-term interest.

Future Outlook

This filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance from Intuitive Machines, Inc. or the Reporting Persons regarding the issuer's future performance.

Management Comments

• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing indicates a significant investment by a major private equity firm in a company operating in the space exploration/aerospace sector. Such investments can signal confidence in the long-term growth prospects of the industry and the specific company, especially given the increasing commercialization of space.

Comparison to Industry Standards

• A 16% stake by a prominent private equity firm like Advent International is a substantial position, often seen as a strong vote of confidence compared to smaller, more passive institutional holdings.
• While specific comparable companies or projects are not mentioned in the filing, Advent International's investment strategy typically involves significant, long-term stakes in companies with strong growth potential, which aligns with the high-growth, capital-intensive nature of the space industry.

Stakeholder Impact

• Shareholders: The significant stake by Advent International could be viewed positively, potentially signaling stability and long-term value.
• Management: The passive nature of the investment (no intent to influence control) suggests no immediate pressure on current management.

Next Steps

• Intuitive Machines, Inc. will continue its operations.
• Advent International and its affiliates will maintain their beneficial ownership stake.

Key Dates

Recommendation

The disclosure of a significant 16% passive stake by Advent International, a prominent private equity firm, is a positive indicator of institutional confidence in Intuitive Machines. While this doesn't directly impact operational performance, it suggests a belief in the company's long-term value. Given the passive nature of the investment, it's not a catalyst for immediate dramatic upside or downside, but rather a supportive long-term signal. Therefore, a 'hold' recommendation is appropriate for existing investors, while new investors might consider it a positive data point for further due diligence.

Keywords

Intuitive Machines, Advent International, Schedule 13G, beneficial ownership, Class A Common Stock, institutional investment, space exploration, aerospace, private equity