Insider entities tied to Intuitive Machines (LUNR) sell 141,909 shares under 10b5-1 plan

Rhea-AI Filing Summary

Intuitive Machines, Inc. insider entities associated with Dr. Kamal Ghaffarian reported a mix of sales and conversions involving the company’s stock and units. On May 4, 2026, Ghaffarian Enterprises, LLC sold a total of 141,909 shares of Class A Common Stock in open-market transactions under a pre-arranged Rule 10b5-1 plan, at weighted average prices around $25 per share, across price ranges from $24.22 to $25.86.

On the same date, they also converted 141,909 Common Units of Intuitive Machines, LLC (and an equal number of shares of Class C Common Stock) into 141,909 shares of Class A Common Stock, with the related Class C shares automatically cancelled for no consideration. The filing states that Dr. Ghaffarian may be deemed to share beneficial ownership through GM Enterprises, LLC and Ghaffarian Enterprises, LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity ownership & insider-transactions analyst

Pre-planned sales offset by unit-to-share conversion, net modest share reduction.

The filing shows entities linked to Dr. Kamal Ghaffarian both selling and converting securities of Intuitive Machines, Inc. (LUNR). Ghaffarian Enterprises, LLC sold 141,909 shares of Class A Common Stock in open-market trades at weighted average prices near $25 per share.

These sales were executed under a pre-arranged Rule 10b5-1 plan adopted on December 4, 2025, indicating a scheduled liquidity program rather than discretionary timing. In parallel, the entities converted 141,909 Common Units (and matching Class C Common Stock) into Class A shares at a stated conversion price of $0.00, with corresponding Class C shares cancelled.

The combination of open-market sales and unit-to-share conversion results in a net reduction of 141,909 Class A shares, while maintaining a very large position in Common Units and Class C shares as described in the footnotes. Because the transactions are pre-planned and represent a small fraction of the multi-million-unit holdings, they appear routine and do not clearly change the broader investment thesis.

Insider Trade Summary 10b5-1

Net Seller: 141,909 shares ($3,567,576)

Net Sell 6 txns

Insider Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC

Role null | null | null

Sold 141,909 shs ($3.57M)

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	92,739	$24.999	$2.32M
Sale	Class A Common Stock	49,170	$25.4056	$1.25M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Common Units — 35,355,812 shares (Indirect, See footnotes); Class A Common Stock — 3,636,677 shares (Indirect, See footnotes); Class C Common Stock — 35,355,812 shares (Indirect, See footnotes); Class A Common Stock — 146,092 shares (Direct, null)

Footnotes (1)

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) 33,114,691 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 $24.22 to $25.2149, 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 $25.216 to $25.86, 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.

Key Figures

Total Class A shares sold: 141,909 shares Block 1 shares sold: 49,170 shares Block 2 shares sold: 92,739 shares +5 more

8 metrics

Total Class A shares sold 141,909 shares Open-market sales by Ghaffarian Enterprises, LLC on May 4, 2026

Block 1 shares sold 49,170 shares Class A Common Stock sale, weighted average price $25.4056

Block 2 shares sold 92,739 shares Class A Common Stock sale, weighted average price $24.9990

Sale price range (block 1) $24.22–$25.2149 Weighted average price disclosure in footnote F5

Sale price range (block 2) $25.216–$25.86 Weighted average price disclosure in footnote F6

Common Units converted 141,909 units Redemption of Common Units into Class A Common Stock

Class C shares cancelled 141,909 shares Automatic cancellation upon Common Unit redemption, for no consideration

Conversion price $0.00 per unit Exercise/conversion of Common Units into Class A stock

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"

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.

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.

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.

pecuniary interest financial

"disclaims beneficial ownership except to the extent of his pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/04/2026		M		141,909	A	(1)	3,636,677	I	See footnotes(2)(3)
Class C Common Stock	05/04/2026		D		141,909	D	(1)	35,355,812	I	See footnotes(2)(3)
Class A Common Stock	05/04/2026		S(4)		92,739	D	$24.999(5)	3,543,938	I	See footnotes(2)(3)
Class A Common Stock	05/04/2026		S(4)		49,170	D	$25.4056(6)	3,494,768	I	See footnotes(2)(3)
Class A Common Stock								146,092	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(1)	05/04/2026		M			141,909	(1)	(1)	Class A Common Stock	141,909	(1)	35,355,812	I	See 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

X	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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) 33,114,691 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 $24.22 to $25.2149, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.216 to $25.86, 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.

	Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact	05/06/2026
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	05/06/2026
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	05/06/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transactions did Intuitive Machines (LUNR) report on May 4, 2026?

Intuitive Machines reported that entities associated with Dr. Kamal Ghaffarian sold 141,909 shares of Class A Common Stock and simultaneously converted 141,909 Common Units and corresponding Class C shares into Class A stock, reflecting both sales and internal restructuring of their ownership stake.

Who actually sold Intuitive Machines (LUNR) shares in this Form 4 filing?

The sales were made by Ghaffarian Enterprises, LLC, an entity associated with Dr. Kamal Ghaffarian. Footnotes state he may be deemed to share beneficial ownership through GM Enterprises, LLC and Ghaffarian Enterprises, LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.

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

Ghaffarian Enterprises, LLC sold a total of 141,909 shares of Intuitive Machines Class A Common Stock. Weighted average prices were around $25 per share, with individual trades executed in ranges from $24.22 to $25.2149 and from $25.216 to $25.86, according to the filing footnotes.

What is the significance of the Common Units and Class C Common Stock for Intuitive Machines (LUNR)?

Intuitive Machines’ Common Units of Intuitive Machines, LLC are redeemable one-for-one into Class A Common Stock at the holder’s discretion. When any Common Units are redeemed, an equal number of Class C Common Stock shares are automatically cancelled for no consideration, simplifying the capital structure without added cash cost.

Were the Intuitive Machines (LUNR) share sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025. Such plans pre-schedule trades, indicating these dispositions were part of a structured program rather than opportunistic market-timing decisions.

Did the insider retain a significant position in Intuitive Machines (LUNR) after these transactions?

Yes. The footnotes explain that after the reported transactions, GM Enterprises, LLC and Ghaffarian Enterprises, LLC together still hold multi-million positions in Common Units and associated Class C shares, plus Class A shares, indicating the entities retain substantial exposure to Intuitive Machines’ equity.