SEC Form 4 · accession 0001213900-26-064904
Intuitive Machines, Inc. · LUNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kamal Seyed Ghaffarian
Director · 10% Owner
Ghaffarian Enterprises, LLC
10% Owner
GM Enterprises, LLC
10% Owner
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 6:30 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001844452
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Jun 1, 2026 | M | 141,909 | — | A | 3,636,677 | I | See footnotes |
| Class C Common StockF1,F2,F3 | Jun 1, 2026 | D | 141,909 | — | D | 35,071,994 | I | See footnotes |
| Class A Common StockF5,F2,F3 | Jun 1, 2026 | S | 84,411 | $38.5046 | D | 3,552,266 | I | See footnotes |
| Class A Common StockF6,F2,F3 | Jun 1, 2026 | S | 37,997 | $39.0917 | D | 3,514,269 | I | See footnotes |
| Class A Common StockF7,F2,F3 | Jun 1, 2026 | S | 8,301 | $40.2487 | D | 3,505,968 | I | See footnotes |
| Class A Common StockF8,F2,F3 | Jun 1, 2026 | S | 7,193 | $41.2591 | D | 3,498,775 | I | See footnotes |
| Class A Common StockF9,F2,F3 | Jun 1, 2026 | S | 3,007 | $42.3506 | D | 3,495,768 | I | See footnotes |
| Class A Common StockF10,F2,F3 | Jun 1, 2026 | S | 1,000 | $43.032 | D | 3,494,768 | I | See footnotes |
| Class A Common Stock | holding | — | — | — | 146,092 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | — | Jun 1, 2026 | M | 141,909 | D | — | — | Class A Common Stock | 141,909 | 35,071,994 | I |
Explanation of responses
- F1The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. Upon the redemption of any Common Units, a number of shares of Class C Common Stock equal to the number of Common Units that are redeemed will automatically be cancelled for no consideration.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.90 to $43.38, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F2Following the transactions reported herein, represents (i) 2,241,121 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC and (ii) (x) 32,830,873 Common Units and shares of Class C Common Stock and (y) 3,494,768 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC.
- F3Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and is the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- F4The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.845 to $38.84, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.85 to $39.84, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.86 to $40.85, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.87 to $41.83, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.87 to $42.86, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.