Intuitive Machines (LUNR) insider 10b5-1 sale of 141,909 shares
Rhea-AI Filing Summary
Intuitive Machines, Inc. entities affiliated with director and 10% owner Dr. Kamal Ghaffarian redeemed 141,909 Common Units of Intuitive Machines, LLC for an equal number of Class A shares on April 20, 2026, cancelling the same number of Class C shares. They then sold 141,909 Class A shares in three tranches at weighted average prices of $27.7434, $28.6458 and $29.5100 per share, pursuant to a Rule 10b5-1 trading plan adopted on December 4, 2025. Following these transactions, Ghaffarian Enterprises, LLC indirectly holds 3,494,768 Class A shares, while Dr. Ghaffarian also directly holds 146,092 Class A shares; he may be deemed to share beneficial ownership of the entity-held securities but disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
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Negative
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Insights
Ghaffarian-linked entities executed pre-planned sales and a unit-for-share conversion while retaining a very large stake.
Entities associated with Kamal Ghaffarian sold 141,909 shares of Intuitive Machines Class A stock at weighted average prices around $28–$30. These sales were made by Ghaffarian Enterprises, LLC, not by Dr. Ghaffarian personally, and occurred under a pre-established Rule 10b5-1 trading plan.
The filing also shows redemption of 141,909 Common Units into the same number of Class A shares, with corresponding cancellation of Class C shares. This is an internal capital-structure move rather than a new cash investment. Post-transaction holdings remain very large, with tens of millions of Common Units and Class C shares plus over 3.6 million Class A shares held indirectly, so the net sale is small relative to the overall position.
Insider Trade Summary 10b5-1
Exercise and Sale: 141,909 shares ($4.00M approx. pre-tax spread)
Exercise and Sale
7 txns
Insider
Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role
Director, 10% Owner | 10% Owner | 10% Owner
Sold
141,909 shs ($4.00M)
Approx. gross sale proceeds
$4.00M
Approx. exercise cost
$0.00
Approx. pre-tax spread
$4.00M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Units | 141,909 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 141,909 | $0.00 | $0.00 |
| Disposition | Class C Common Stock | 141,909 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 85,141 | $27.7434 | $2.36M |
| Sale | Class A Common Stock | 47,869 | $28.6458 | $1.37M |
| Sale | Class A Common Stock | 8,899 | $29.51 | $263K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 35,497,721 shares (Indirect, See footnotes);
Class C Common Stock — 35,497,721 shares (Indirect, See footnotes);
Class A Common Stock — 3,494,768 shares (Indirect, See footnotes);
Class A Common Stock — 146,092 shares (Direct)
Footnotes (7)
- F1. The 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.
- F2. Following 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) 33,256,600 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.
- F3. Kamal 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.
- F4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.25 to $28.24, 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.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.25 to $29.24, 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.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.26 to $29.88, 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.
Key Figures
Class A shares sold: 141,909 shares
Weighted average sale price tranche 1: $27.7434 per share
Weighted average sale price tranche 2: $28.6458 per share
+4 more
7 metrics
Class A shares sold
141,909 shares
Total Class A shares sold on April 20, 2026 by entities affiliated with Dr. Kamal Ghaffarian
Weighted average sale price tranche 1
$27.7434 per share
First tranche of Class A share sales on April 20, 2026
Weighted average sale price tranche 2
$28.6458 per share
Second tranche of Class A share sales on April 20, 2026
Weighted average sale price tranche 3
$29.5100 per share
Third tranche of Class A share sales on April 20, 2026
Common Units redeemed
141,909 units
Common Units of Intuitive Machines, LLC redeemed for Class A shares on April 20, 2026
Indirect Class A holdings
3,494,768 shares
Class A shares indirectly held by Ghaffarian Enterprises, LLC after the reported transactions
Direct Class A holdings
146,092 shares
Class A shares directly held by Dr. Ghaffarian after the reported transactions
Key Terms
Rule 10b5-1 plan, weighted average price, Common Units, Class C Common Stock, +1 more
5 terms
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Common Units financial
"The Common Units of Intuitive Machines, LLC may be redeemed for shares"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Class C Common Stock financial
"shares of the Issuer's Class A Common Stock... Class C Common Stock"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transactions did Intuitive Machines (LUNR) insider entities report on April 20, 2026?
Entities affiliated with Dr. Kamal Ghaffarian redeemed 141,909 Common Units of Intuitive Machines, LLC into the same number of Class A shares, cancelled an equal number of Class C shares, and then sold 141,909 Class A shares in three tranches on April 20, 2026.
Were the Intuitive Machines (LUNR) insider sales made under a Rule 10b5-1 plan?
Yes. The reported sales were executed under a Rule 10b5-1 trading plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025, and the Form 4 indicates the Rule 10b5-1 checkbox as affirmed for these transactions.
Who is considered to have beneficial ownership of these Intuitive Machines (LUNR) securities?
GM Enterprises, LLC and Ghaffarian Enterprises, LLC hold the reported securities, and Dr. Kamal Ghaffarian controls these entities. He may be deemed to share beneficial ownership but expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the securities.