Ghaffarian entities (NASDAQ: LUNR) sell 141,909 shares under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Intuitive Machines, Inc. director and significant holder Dr. Kamal Ghaffarian, through affiliated entities, reported a series of transactions in Class A and Class C equity on April 20, 2026. Ghaffarian Enterprises, LLC sold a total of 141,909 shares of Class A Common Stock in open-market transactions at weighted average prices between $27.74 and $29.51, executed under a pre-arranged Rule 10b5-1 plan adopted on December 4, 2025.
On the same date, 141,909 shares of Class C Common Stock were surrendered to the issuer for no consideration and an equal number of Common Units were redeemed into 141,909 shares of Class A Common Stock, reflecting a one-to-one redemption feature between Common Units and Class A shares. After these transactions, entities associated with Dr. Ghaffarian continued to hold large positions, including millions of Common Units, Class C shares and 3,494,768–3,636,677 shares of Class A Common Stock indirectly, plus 146,092 Class A shares directly.
Positive
- None.
Negative
- None.
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
Net Seller: 141,909 shares ($3,995,956)
Net Sell
7 txns
Insider
Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role
null | null | null
Sold
141,909 shs ($4.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Units | 141,909 | $0.00 | -- |
| Exercise | Class A Common Stock | 141,909 | $0.00 | -- |
| Disposition | Class C Common Stock | 141,909 | $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 A Common Stock — 3,636,677 shares (Indirect, See footnotes);
Class C Common Stock — 35,497,721 shares (Indirect, See footnotes);
Class A Common Stock — 146,092 shares (Direct, null)
Footnotes (1)
- 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. 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. 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. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025. 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. 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. 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
Shares sold: 141,909 shares
Sale price (weighted avg example): $29.51/share
Additional sale prices: $27.7434 and $28.6458/share
+5 more
8 metrics
Shares sold
141,909 shares
Class A open-market sales on April 20, 2026
Sale price (weighted avg example)
$29.51/share
One reported weighted average sale price for Class A
Additional sale prices
$27.7434 and $28.6458/share
Other weighted average prices for Class A sales
Units converted
141,909 units
Common Units redeemed into Class A shares one-for-one
Direct Class A holding
146,092 shares
Class A shares held directly after transactions
Indirect Class A holding
3,494,768–3,636,677 shares
Class A shares held indirectly via entities after activity
Common Units and Class C
35,497,721 units/shares
Combined Common Units and Class C held after transactions
10b5-1 adoption date
December 4, 2025
Date Ghaffarian Enterprises, LLC adopted its Rule 10b5-1 plan
Key Terms
Rule 10b5-1 plan, Common Units, Class C Common Stock, disposition to issuer, +1 more
5 terms
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025."
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.
Common Units financial
"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."
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
"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."
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.
disposition to issuer regulatory
"transaction_code_description: "Disposition to issuer""
beneficial ownership financial
"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."
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.
FAQ
Were the Intuitive Machines (LUNR) insider stock sales pre-planned?
Yes. A footnote states the sales were effected under a Rule 10b5-1 trading plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing.
What happened to Intuitive Machines (LUNR) Class C Common Stock and Common Units?
The filing reports a redemption of 141,909 Common Units into 141,909 Class A shares and a corresponding disposition of 141,909 Class C shares to the issuer for no consideration. Footnotes note Common Units can be redeemed one-for-one into Class A stock, with matching Class C cancellation.