STOCK TITAN

Intuitive Machines (NASDAQ: LUNR) insider sells 141,909 shares under plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Intuitive Machines, Inc. (LUNR) reported insider activity involving entities associated with director and ten percent owner Kamal Seyed Ghaffarian. On 2026-08-24, 141,909 Common Units of Intuitive Machines, LLC held indirectly were redeemed on a one-for-one basis into 141,909 shares of Class A Common Stock, and the corresponding 141,909 shares of Class C Common Stock were cancelled and disposed to the issuer for no consideration. Ghaffarian-related entities then sold a total of 141,909 Class A shares in open-market transactions at weighted average and per-share prices in the mid-$16 to high-$17 range pursuant to a pre-established Rule 10b5-1 plan, while continuing to hold substantial Common Units, Class C, and Class A shares as disclosed in the footnotes.

Positive

  • None.

Negative

  • None.
Insider Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role Director, 10% Owner | 10% Owner | 10% Owner
Sold 141,909 shs ($2.39M)
Approx. gross sale proceeds $2.39M
Type Security Shares Price Value
Exercise Common Units F1, F2, F3 141,909 -- --
Exercise Class A Common Stock F1, F2, F3 141,909 -- --
Disposition Class C Common Stock F1, F2, F3 141,909 -- --
Sale Class A Common Stock F4, F5, F2, F3 139,772 $16.8612 $2.36M
Sale Class A Common Stock F4, F2, F3 2,137 $17.68 $38K
holding Class A Common Stock -- -- --
Holdings After Transaction: Common Units — 34,220,540 shares (Indirect, See footnotes); Class C Common Stock — 34,220,540 shares (Indirect, See footnotes); Class A Common Stock — 3,494,768 shares (Indirect, See footnotes); Class A Common Stock — 153,526 shares (Direct)
Footnotes (5)
  1. 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.
  2. 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) 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.
  3. 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.
  4. F4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
  5. F5. The 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.
Common Units redeemed 141,909 Common Units Redeemed on 2026-08-24 into Class A Common Stock on a one-to-one basis
Class A shares acquired on redemption 141,909 Class A Common Stock Received upon redemption of Common Units on 2026-08-24
Class C shares cancelled 141,909 Class C Common Stock Automatically cancelled for no consideration upon redemption of an equal number of Common Units
Class A shares sold (block 1) 139,772 shares at $16.8612 per share Weighted average sale price; multiple trades between $16.61 and $17.23 on 2026-08-24
Class A shares sold (block 2) 2,137 shares at $17.68 per share Open-market or private sale on 2026-08-24
Common Units and Class C held by GM Enterprises, LLC 2,241,121 Common Units and Class C Common Stock Holdings following the reported transactions
Common Units and Class C held by Ghaffarian Enterprises, LLC 31,979,419 Common Units and Class C Common Stock Holdings following the reported transactions
Class A shares held by Ghaffarian Enterprises, LLC 3,494,768 Class A Common Stock Indirect holdings following the transactions
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.
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.
Common Units financial
"The Common Units of Intuitive Machines, LLC may be redeemed"
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 Class C Common Stock equal to the number of Common Units"
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.

FAQ

What insider transactions were reported at Intuitive Machines, Inc. (LUNR)?

Entities associated with Kamal Seyed Ghaffarian redeemed 141,909 Common Units into 141,909 Class A shares, cancelled 141,909 Class C shares to the issuer, and sold 141,909 Class A shares in open-market transactions on 2026-08-24, while retaining significant equity interests through affiliated entities.

How many Intuitive Machines (LUNR) shares were sold and at what prices?

Affiliated entities sold 139,772 Class A shares at a weighted average price of $16.8612 and 2,137 Class A shares at $17.68 per share on 2026-08-24. One sale used a weighted average over multiple trades between $16.61 and $17.23.

Were the LUNR insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025, indicating the transactions were pre-arranged under that plan.

How do Common Units and Class C stock of Intuitive Machines (LUNR) work in these transactions?

Each Common Unit of Intuitive Machines, LLC may be redeemed at the holder’s discretion for one share of Class A Common Stock. When Common Units are redeemed, an equal number of Class C Common Stock shares are automatically cancelled for no consideration.

Does Kamal Seyed Ghaffarian claim full beneficial ownership of all reported LUNR securities?

The filing states that Kamal Ghaffarian may be deemed to share beneficial ownership of securities held by GM Enterprises, LLC and Ghaffarian Enterprises, LLC, but he disclaims beneficial ownership except to the extent of his pecuniary interest in those securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ghaffarian Kamal Seyed

(Last)(First)(Middle)
5937 SUNNYSLOPE DRIVE

(Street)
NAPLES FLORIDA 34119

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock08/24/2026M141,909A(1)3,636,677ISee footnotes(2)(3)
Class C Common Stock08/24/2026D141,909D(1)34,220,540ISee footnotes(2)(3)
Class A Common Stock08/24/2026S(4)139,772D$16.8612(5)3,496,905ISee footnotes(2)(3)
Class A Common Stock08/24/2026S(4)2,137D$17.683,494,768ISee footnotes(2)(3)
Class A Common Stock153,526D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units(1)08/24/2026M141,909 (1) (1)Class A Common Stock141,909(1)34,220,540ISee footnotes(2)(3)
1. Name and Address of Reporting Person*
Ghaffarian Kamal Seyed

(Last)(First)(Middle)
5937 SUNNYSLOPE DRIVE

(Street)
NAPLES FLORIDA 34119

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ghaffarian Enterprises, LLC

(Last)(First)(Middle)
801 THOMPSON AVENUE

(Street)
ROCKVILLE MARYLAND 20852

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
GM Enterprises, LLC

(Last)(First)(Middle)
801 THOMPSON AVENUE

(Street)
ROCKVILLE MARYLAND 20852

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
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.
2. 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) 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.
3. 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.
4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
5. The 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.
Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact08/26/2026
Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact08/26/2026
GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact08/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)