Intuitive Machines (LUNR) insider entities convert units and sell 267K shares
Rhea-AI Filing Summary
Intuitive Machines, Inc. insider entities led by Dr. Kamal Ghaffarian rebalanced holdings in LUNR on August 10, 2026. GM Enterprises, LLC and Ghaffarian Enterprises, LLC redeemed 267,448 Common Units of Intuitive Machines, LLC into an equal number of Class A shares, with the same number of Class C shares automatically cancelled. Ghaffarian Enterprises, LLC then sold 248,784 Class A shares at a weighted average price of $16.1338 and 18,664 shares at $16.6825, under a Rule 10b5-1 plan adopted on December 4, 2025. After these transactions, the entities associated with Dr. Ghaffarian held 34,362,449 Common Units and Class C shares in total and 3,494,768 Class A shares indirectly, while Dr. Ghaffarian also held 153,526 Class A shares directly.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
6 txns
Insider
Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role
Director, 10% Owner | 10% Owner | 10% Owner
Sold
267,448 shs ($4.33M)
Approx. gross sale proceeds
$4.33M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Units F1, F2, F3 | 267,448 | -- | -- |
| Exercise | Class A Common Stock F1, F2, F3 | 267,448 | -- | -- |
| Disposition | Class C Common Stock F1, F2, F3 | 267,448 | -- | -- |
| Sale | Class A Common Stock F4, F5, F2, F3 | 248,784 | $16.1338 | $4.01M |
| Sale | Class A Common Stock F4, F6, F2, F3 | 18,664 | $16.6825 | $311K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 34,362,449 shares (Indirect, See footnotes);
Class C Common Stock — 34,362,449 shares (Indirect, See footnotes);
Class A Common Stock — 3,494,768 shares (Indirect, See footnotes);
Class A Common Stock — 153,526 shares (Direct)
Footnotes (6)
- 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.
- 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) 32,121,328 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.
- 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.
- F4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.62 to $16.61, 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.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.62 to $16.81, 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
Common Units converted: 267,448
Class C shares cancelled: 267,448
Class A shares sold (block 1): 248,784 at $16.1338
+5 more
8 metrics
Common Units converted
267,448
Common Units of Intuitive Machines, LLC redeemed into Class A Common Stock on August 10, 2026
Class C shares cancelled
267,448
Class C Common Stock automatically cancelled upon redemption of an equal number of Common Units
Class A shares sold (block 1)
248,784 at $16.1338
Weighted average sale price; trades ranged from $15.62 to $16.61 on August 10, 2026
Class A shares sold (block 2)
18,664 at $16.6825
Weighted average sale price; trades ranged from $16.62 to $16.81 on August 10, 2026
Indirect Class A holdings
3,494,768
Class A Common Stock held by Ghaffarian Enterprises, LLC after reported transactions
Common Units/Class C held
34,362,449
Combined Common Units and Class C shares held by GM Enterprises, LLC and Ghaffarian Enterprises, LLC
Direct Class A holdings
153,526
Class A Common Stock held directly by Dr. Kamal Ghaffarian after the transactions
Rule 10b5-1 plan adoption date
December 4, 2025
Adoption date of trading plan used for the August 10, 2026 sales
Key Terms
Common Units, Class C Common Stock, Rule 10b5-1 plan, weighted average price, +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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Intuitive Machines (LUNR) insider entities do in this Form 4?
Entities associated with Dr. Kamal Ghaffarian redeemed 267,448 Common Units into Class A shares, cancelled the same number of Class C shares, and sold 267,448 Class A shares in open-market transactions on August 10, 2026.
Were the LUNR insider sales made under a Rule 10b5-1 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 they followed a pre-arranged trading schedule.
What Intuitive Machines (LUNR) holdings remain with Dr. Ghaffarian’s entities after these trades?
After the transactions, the entities held 2,241,121 Common Units/Class C shares via GM Enterprises, LLC and 32,121,328 Common Units/Class C plus 3,494,768 Class A shares via Ghaffarian Enterprises, LLC.
How does the Form 4 describe Dr. Ghaffarian’s beneficial ownership of LUNR securities?
Dr. Ghaffarian, as managing member or trustee of the entities, may be deemed to share beneficial ownership but disclaims beneficial ownership except to the extent of his pecuniary interest in the reported securities.