Intuitive Machines holder sells 11.5M LUNR shares

Intuitive Machines, Inc. major shareholder entities, including investment funds affiliated with Advent International and Galileo TopCo, Inc., reported a sale of 11,495,514 shares of Class A Common Stock on 2026-07-28 at $12.84 per share.

Rhea-AI Filing Summary

Intuitive Machines, Inc. major shareholder entities, including investment funds affiliated with Advent International and Galileo TopCo, Inc., reported a sale of 11,495,514 shares of Class A Common Stock on 2026-07-28 at $12.84 per share. After the transaction, 11,495,514 shares were reported as indirectly held through Galileo. Advent-affiliated funds indirectly own 78% of Galileo’s equity and may be deemed to beneficially own these shares but disclaim beneficial ownership beyond their pecuniary interests. The sale is not reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Seller: 11,495,514 shares

Net Sell 1 txn

Insider ADVENT INTERNATIONAL, L.P., ADVENT INTERNATIONAL GP, LLC, Galileo TopCo, Inc.

Role 10% Owner | 10% Owner | 10% Owner

Sold 11,495,514 shs ($147.60M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	11,495,514	$12.84	$147.60M

Holdings After Transaction: Class A Common Stock — 11,495,514 shares (Indirect, See footnote)

Footnotes (1)

1. F1. The reported securities are directly held by Galileo TopCo, Inc. ("Galileo"), after giving effect to a distribution for no consideration to Galileo by Vantor Holdings Inc., which is indirectly owned 100% by Galileo. Investment funds affiliated with Advent International, L.P., and its general partner, Advent International GP, LLC, (together, "Advent") indirectly hold 78% of the equity in Galileo and, as such, Advent and its affiliated investment funds may be deemed to beneficially own the reported securities directly held by Galileo, but disclaim such beneficial ownership, except to the extent of their pecuniary interests therein, if any.

Key Figures

Shares sold: 11,495,514 shares Sale price: $12.84 per share Shares held after transaction: 11,495,514 shares +2 more

5 metrics

Shares sold 11,495,514 shares Class A Common Stock sale on 2026-07-28

Sale price $12.84 per share Price for the 2026-07-28 sale transaction

Shares held after transaction 11,495,514 shares Indirect holdings reported following the sale

Equity interest in Galileo 78% Advent-affiliated funds’ indirect equity in Galileo TopCo, Inc.

Transaction type Sale (Code S) Open market or private transaction as coded in Form 4

Key Terms

Class A Common Stock, beneficially own, pecuniary interests, distribution for no consideration, +1 more

5 terms

Class A Common Stock financial

"The reported securities are directly held as Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

beneficially own regulatory

"Advent and its affiliated investment funds may be deemed to beneficially own the reported securities."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interests financial

"They disclaim such beneficial ownership, except to the extent of their pecuniary interests therein."

distribution for no consideration financial

"After giving effect to a distribution for no consideration to Galileo by Vantor Holdings Inc."

ten percent owner regulatory

"Each reporting person is identified as a ten percent owner of the issuer."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction in LUNR did Advent International report?

Affiliates of Advent International and Galileo TopCo, Inc. reported a sale of 11,495,514 shares of Intuitive Machines Class A Common Stock. The transaction occurred on 2026-07-28 at a price of $12.84 per share, according to the Form 4 data.

At what price were Intuitive Machines (LUNR) shares sold in this Form 4?

The reported Intuitive Machines (LUNR) shares were sold at $12.84 per share. The filing shows a single transaction on 2026-07-28 involving 11,495,514 shares of Class A Common Stock, executed as a sale by an indirect holder linked to Galileo TopCo.

How many Intuitive Machines (LUNR) shares are reported as held after the sale?

Following the reported transaction, 11,495,514 Intuitive Machines (LUNR) Class A shares are shown as indirectly held. These securities are directly held by Galileo TopCo, Inc., with Advent-affiliated funds potentially deemed beneficial owners only to the extent of their pecuniary interests.

Who actually holds the LUNR shares in the Advent International Form 4?

The reported LUNR shares are directly held by Galileo TopCo, Inc.. Investment funds affiliated with Advent International, L.P. indirectly hold 78% of Galileo’s equity and may be deemed to beneficially own the shares, but they disclaim beneficial ownership beyond their pecuniary interests.

Was the LUNR insider sale reported under a Rule 10b5-1 trading plan?

The transaction is not reported as being made under a Rule 10b5-1 trading plan. The Form 4 data indicate the Rule 10b5-1 checkbox is not marked, so the sale is not affirmatively characterized as executed under a pre-arranged trading plan.

What percentage of Galileo TopCo linked to LUNR does Advent-affiliated funds own?

Investment funds affiliated with Advent International indirectly hold 78% of the equity in Galileo TopCo, Inc.. Because Galileo directly holds the LUNR shares, Advent-affiliated funds may be deemed to beneficially own them but disclaim such beneficial ownership except for their pecuniary interests.

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

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Available on EDGAR 07/29/2026 - 04:16 PM Accepted by SEC EDGAR 07/29/2026 - 04:15 PM Learn about SEC filing dates

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

X

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^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MASSACHUSETTS 02199-8069

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026

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	07/28/2026		S		11,495,514	D	$12.84	11,495,514	I	See footnote(1)

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MASSACHUSETTS 02199-8069

(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^*

ADVENT INTERNATIONAL GP, LLC

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MASSACHUSETTS 02199-8069

(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^*

Galileo TopCo, Inc.

(Last) (First) (Middle)

1300 W. 120TH AVE.

(Street)

WESTMINSTER COLORADO 80234

(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 reported securities are directly held by Galileo TopCo, Inc. ("Galileo"), after giving effect to a distribution for no consideration to Galileo by Vantor Holdings Inc., which is indirectly owned 100% by Galileo. Investment funds affiliated with Advent International, L.P., and its general partner, Advent International GP, LLC, (together, "Advent") indirectly hold 78% of the equity in Galileo and, as such, Advent and its affiliated investment funds may be deemed to beneficially own the reported securities directly held by Galileo, but disclaim such beneficial ownership, except to the extent of their pecuniary interests therein, if any.

	ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Senior Director, Fund Administration	07/29/2026
	ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Senior Director, Fund Administration	07/29/2026
	GALILEO TOPCO, INC., By: /s/ Laurie Korneffel, Name: Laurie Korneffel, Title: Corporate Secretary	07/29/2026
	** 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)