Intuitive Machines (LUNR) CTO sells 150K shares, converts units in 10b5-1 trades
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Intuitive Machines, Inc. senior vice president and chief technology officer Timothy Price Crain II reported a combination of option exercises, share cancellations, and open-market sales. He exercised 150,000 Common Units of Intuitive Machines, LLC into an equal number of Class A Common Stock and, in connection with this, 150,000 shares of Class C Common Stock were disposed of to the issuer for no consideration. He then sold 150,000 Class A shares in open-market transactions at weighted-average prices of $21.8148 and $22.3898 per share under a pre-arranged Rule 10b5-1 plan. Following these transactions, he continued to hold 8,720,615 Common Units, which are redeemable at the holder’s discretion on a one-for-one basis for Class A shares, with a corresponding automatic cancellation of an equal number of Class C shares upon each redemption.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 150,000 shares ($3,280,615)
Net Sell
5 txns
Insider
Crain Timothy Price II
Role
SVP & Chief Technology Officer
Sold
150,000 shs ($3.28M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Units | 150,000 | $0.00 | -- |
| Exercise | Class A Common Stock | 150,000 | $0.00 | -- |
| Disposition | Class C Common Stock | 150,000 | $0.00 | -- |
| Sale | Class A Common Stock | 135,400 | $21.8148 | $2.95M |
| Sale | Class A Common Stock | 14,600 | $22.3898 | $327K |
Holdings After Transaction:
Common Units — 8,720,615 shares (Direct, null);
Class A Common Stock — 501,279 shares (Direct, null);
Class C Common Stock — 8,720,615 shares (Direct, null)
Footnotes (1)
- The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.235 to $22.23, inclusive. The reporting person undertakes 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 $22.24 to $22.75, inclusive. The reporting person undertakes 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: 150,000 shares
Weighted-average sale price 1: $21.8148 per share
Weighted-average sale price 2: $22.3898 per share
+4 more
7 metrics
Class A shares sold
150,000 shares
Open-market sales on June 18, 2026
Weighted-average sale price 1
$21.8148 per share
Class A Common Stock sale, multiple trades
Weighted-average sale price 2
$22.3898 per share
Class A Common Stock sale, multiple trades
Units exercised
150,000 Common Units
Redeemed into Class A Common Stock
Class C shares cancelled
150,000 shares
Disposition to issuer for no consideration
Common Units remaining
8,720,615 units
Held after transactions, redeemable 1:1 into Class A
Rule 10b5-1 plan adoption
September 16, 2025
Plan governing reported open-market sales
Key Terms
Rule 10b5-1 plan, Common Units, weighted average price, issuer disposition, +1 more
5 terms
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025."
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.
Common Units financial
"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."
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.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.235 to $22.23, inclusive."
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.
issuer disposition regulatory
"transaction_action: "issuer disposition" with transaction code "D" for Class C Common Stock."
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" with transaction code "M" for Common Units and Class A Common Stock."
FAQ
What did Intuitive Machines (LUNR) CTO Timothy Crain do in this Form 4?
Timothy Price Crain II exercised 150,000 Common Units into Class A shares, had 150,000 Class C shares cancelled to the issuer, and sold 150,000 Class A shares in open-market trades under a pre-arranged Rule 10b5-1 trading plan.
Was the Intuitive Machines (LUNR) insider sale under a Rule 10b5-1 plan?
Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on September 16, 2025. Such pre-arranged plans schedule trades in advance, indicating these sales followed a preset program rather than ad hoc market timing decisions.
What happened to the Class C Common Stock held by the Intuitive Machines (LUNR) insider?
150,000 shares of Class C Common Stock were disposed of to the issuer for no consideration. This occurred in connection with the redemption of 150,000 Common Units, and those Class C shares were automatically cancelled as part of the issuer disposition mechanism described.
What ongoing interest does the Intuitive Machines (LUNR) CTO retain after these transactions?
After the reported transactions, Timothy Crain held 8,720,615 Common Units of Intuitive Machines, LLC. Each Common Unit is redeemable at the holder’s discretion for one share of Class A Common Stock, with an equal number of Class C shares automatically cancelled upon each redemption.