SEC Form 4 · accession 0001213900-26-094076
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
Aug 24, 2026
Accepted (ET)
Aug 26, 2026 · 7:00 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 | Aug 24, 2026 | M | 141,909 | — | A | 3,636,677 | I | See footnotes |
| Class C Common StockF1,F2,F3 | Aug 24, 2026 | D | 141,909 | — | D | 34,220,540 | I | See footnotes |
| Class A Common StockF5,F2,F3 | Aug 24, 2026 | S | 139,772 | $16.8612 | D | 3,496,905 | I | See footnotes |
| Class A Common StockF2,F3 | Aug 24, 2026 | S | 2,137 | $17.68 | D | 3,494,768 | I | See footnotes |
| Class A Common Stock | holding | — | — | — | 153,526 | 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 | — | Aug 24, 2026 | M | 141,909 | D | — | — | Class A Common Stock | 141,909 | 34,220,540 | 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.
- 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) 31,979,419 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 $16.61 to $17.23, 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.