Intuitive Machines (LUNR) insider details 28,135-share equity transfers

Rhea-AI Filing Summary

Intuitive Machines, Inc. insider Kamal Ghaffarian, a director and 10% owner, reported internal equity transfers dated 12/09/2025. The filing shows a disposition of 28,135 shares of Class C common stock at par value in connection with a distribution of Common Units under pre-existing arrangements in a management equity plan for an employee of IBX, LLC, a company wholly owned by him. A related transaction reflects 28,135 Common Units, which may be redeemed for shares of Class A common stock on a one-to-one basis and do not expire, transferred by Ghaffarian Enterprises, LLC to an entity indirectly controlled by Dr. Ghaffarian.

Following these transactions, indirect holdings are described as 2,241,121 Common Units and shares of Class C common stock at GM Enterprises, LLC, 249,080 at Intuitive Machines KG Parent, LLC, and 33,575,156 Common Units and shares of Class C common stock plus 3,494,768 shares of Class A common stock at Ghaffarian Enterprises, LLC, for a total of 36,065,357 Common Units and Class C shares.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 FL 34119

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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 C Common Stock	12/09/2025		J(1)		28,135(2)	D	(1)	36,065,357	I	See footnotes(3)(4)

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	(5)	12/09/2025		J(6)			28,135	(5)	(5)	Class A Common Stock	28,135	(6)	36,065,357	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES FL 34119

(City) (State) (Zip)

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 MD 20852

(City) (State) (Zip)

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 MD 20852

(City) (State) (Zip)

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^*

Intuitive Machines KG Parent, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE MD 20852

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares of Class C Common Stock disposed at par value in connection with disposition of Common Units. The disposition was a distribution pursuant to pre-existing arrangements under a management equity plan for an employee of IBX, LLC, a company wholly-owned by Dr. Ghaffarian, that serves as the innovation and investment firm for his businesses.

2. 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.

3. 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, (ii) 249,080 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 33,575,156 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.

4. Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, 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.

5. The Common Units may be redeemed for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire.

6. Reflects a transfer of Common Units by Ghaffarian Enterprises, LLC to an entity indirectly controlled by Dr. Ghaffarian.

	Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Intuitive Machines (LUNR) report in this Form 4?

The filing reports that Kamal Ghaffarian, a director and 10% owner of Intuitive Machines, Inc., recorded equity transactions on 12/09/2025, including movements of Class C common stock and Common Units held through his affiliated entities.

How many Intuitive Machines Class C shares did Kamal Ghaffarian dispose of?

The report shows a disposition of 28,135 shares of Class C common stock, noted as being disposed of at par value in connection with a distribution of Common Units under a pre-existing management equity plan for an employee of IBX, LLC.

What did the Form 4 disclose about Intuitive Machines Common Units held by the insider?

The filing reports a related transaction involving 28,135 Common Units, with a footnote stating that these Common Units may be redeemed for shares of Class A common stock on a one-to-one basis at the discretion of the holder and do not expire.

How are Kamal Ghaffarian’s indirect holdings in Intuitive Machines structured after the transaction?

After the reported transactions, indirect holdings are described as 2,241,121 Common Units and Class C shares at GM Enterprises, LLC, 249,080 at Intuitive Machines KG Parent, LLC, and 33,575,156 Common Units and Class C shares plus 3,494,768 shares of Class A common stock at Ghaffarian Enterprises, LLC, totaling 36,065,357 Common Units and Class C shares.

What is Kamal Ghaffarian’s relationship to the entities holding Intuitive Machines securities?

The disclosure states that Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC. He may be deemed to share beneficial ownership of the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Was the Intuitive Machines (LUNR) Form 4 filed by more than one reporting person?

Yes. The Form 4 is marked as filed by more than one reporting person and is signed on behalf of Kamal Ghaffarian, Ghaffarian Enterprises, LLC, GM Enterprises, LLC, and Intuitive Machines KG Parent, LLC, each through an attorney-in-fact.