Ghaffarian entities (NASDAQ: LUNR) execute planned conversion and sale of Intuitive Machines shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Intuitive Machines insider entities rebalanced their holdings through a planned conversion-and-sale. On June 1, 2026, Ghaffarian Enterprises, LLC exercised 141,909 Common Units of Intuitive Machines, LLC into an equal number of Class A Common Stock, while a corresponding number of Class C Common Stock was cancelled for no consideration, consistent with the one-for-one redemption structure.
On the same date, Ghaffarian Enterprises, LLC executed open-market sales totaling 141,909 Class A shares at weighted average prices ranging from about $37.845 to $43.38, under a Rule 10b5-1 plan adopted on December 4, 2025. Footnotes state that after these transactions, GM Enterprises, LLC and Ghaffarian Enterprises, LLC together hold over 35 million Common Units and Class C shares plus millions of Class A shares, and that Dr. Kamal Ghaffarian may be deemed to share beneficial ownership through these entities but disclaims ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Planned conversion-and-sale by Ghaffarian entities nets a modest share reduction.
The filing shows Ghaffarian Enterprises, LLC converting 141,909 Common Units into an equal number of Intuitive Machines Class A shares, while an equivalent amount of Class C stock is cancelled. This follows the issuer’s up‑C structure, where operating LLC units are exchangeable one-for-one into Class A.
The same LLC then sells 141,909 Class A shares in multiple open-market transactions at weighted average prices between about $37.845 and $43.38. The transactionSummary flags a net-sell of 141,909 shares. Because the filing cites a Rule 10b5-1 plan adopted on December 4, 2025, the timing appears pre-planned rather than opportunistic.
Footnotes detail substantial remaining holdings: GM Enterprises, LLC retains 2,241,121 Common Units and Class C shares, and Ghaffarian Enterprises, LLC holds 32,830,873 Common Units and Class C plus 3,494,768 Class A shares. Dr. Kamal Ghaffarian is the controlling person of these entities and may be deemed to share beneficial ownership but expressly disclaims it beyond his pecuniary interest, underscoring that the economic exposure largely remains in place despite this routine liquidity event.
Insider Trade Summary 10b5-1
Net Seller: 141,909 shares ($5,536,841)
Net Sell
10 txns
Insider
Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role
null | null | null
Sold
141,909 shs ($5.54M)
| 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 | 84,411 | $38.5046 | $3.25M |
| Sale | Class A Common Stock | 37,997 | $39.0917 | $1.49M |
| Sale | Class A Common Stock | 8,301 | $40.2487 | $334K |
| Sale | Class A Common Stock | 7,193 | $41.2591 | $297K |
| Sale | Class A Common Stock | 3,007 | $42.3506 | $127K |
| Sale | Class A Common Stock | 1,000 | $43.032 | $43K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 35,071,994 shares (Indirect, See footnotes);
Class A Common Stock — 3,636,677 shares (Indirect, See footnotes);
Class C Common Stock — 35,071,994 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) 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. 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 $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. The 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. The 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. The 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. The 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. The 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.
Key Figures
Class A shares sold: 141,909 shares
Common Units exercised: 141,909 units
Price range of sales: $37.845–$43.38 per share
+4 more
7 metrics
Class A shares sold
141,909 shares
Open-market sales on June 1, 2026 by Ghaffarian Enterprises, LLC
Common Units exercised
141,909 units
Redeemed into Class A Common Stock on June 1, 2026
Price range of sales
$37.845–$43.38 per share
Weighted average ranges disclosed across multiple sale tranches
Ghaffarian Enterprises Class A stake
3,494,768 shares
Class A Common Stock held after transactions, per footnote
Ghaffarian Enterprises Units & Class C
32,830,873 units/shares
Common Units and Class C Common Stock held after transactions
GM Enterprises Units & Class C
2,241,121 units/shares
Common Units and Class C Common Stock held after transactions
Common Units outstanding after transaction
35,071,994 units
Common Units/Class C balance noted with disposition entry
Key Terms
Common Units, Class C Common Stock, Rule 10b5-1 plan, beneficial ownership, +1 more
5 terms
Common Units financial
"The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock..."
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..."
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.
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC..."
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.
beneficial ownership financial
"As a result, Dr. Ghaffarian 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.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."
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.
FAQ
What insider transactions did Intuitive Machines (LUNR) report for Kamal Ghaffarian’s entities?
The filing shows Ghaffarian Enterprises, LLC exercised 141,909 Common Units into Class A shares and sold 141,909 Class A shares in open-market trades. An equal number of Class C shares was cancelled, reflecting the company’s one-for-one redemption structure between Common Units, Class A, and Class C stock.
What Intuitive Machines (LUNR) holdings remain with GM Enterprises and Ghaffarian Enterprises after these trades?
Footnotes state that, after these transactions, GM Enterprises, LLC holds 2,241,121 Common Units and Class C shares. Ghaffarian Enterprises, LLC holds 32,830,873 Common Units and Class C shares plus 3,494,768 Class A shares, indicating a substantial continuing economic interest in Intuitive Machines through these affiliated entities.