STOCK TITAN

Intuitive Machines CTO sells 150K shares under plan

The chief technology officer executed a pre-established Rule 10b5-1 plan to convert 150,000 units into Class A shares and sell the same number in the market.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Intuitive Machines, Inc. (LUNR) reported that SVP & Chief Technology Officer Timothy Price Crain II converted a total of 150,000 Common Units of Intuitive Machines, LLC into 150,000 shares of Class A Common Stock on September 18 and September 21, 2026, with an equal number of Class C shares automatically cancelled for no consideration. On the same dates he sold 150,000 Class A shares in open-market transactions at weighted average prices of $13.97, $14.85 and $15.05 per share, all under a Rule 10b5-1 plan adopted on September 16, 2025.

Positive

  • None.

Negative

  • None.
Insider Crain Timothy Price II
Role SVP & Chief Technology Officer
Sold 150,000 shs ($2.15M)
Approx. gross sale proceeds $2.15M
Type Security Shares Price Value
Exercise Common Units F2 50,000 -- --
Exercise Class A Common Stock F2 50,000 -- --
Disposition Class C Common Stock F2 50,000 -- --
Sale Class A Common Stock F1, F5 50,000 $15.0506 $753K
Exercise Common Units F2 100,000 -- --
Exercise Class A Common Stock F2 100,000 -- --
Disposition Class C Common Stock F2 100,000 -- --
Sale Class A Common Stock F1, F3 98,500 $13.9664 $1.38M
Sale Class A Common Stock F1, F4 1,500 $14.8527 $22K
Holdings After Transaction: Common Units — 8,570,615 contracts (Direct); Class C Common Stock — 8,570,615 shares (Direct); Class A Common Stock — 351,279 shares (Direct)
Footnotes (5)
  1. F1. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025.
  2. F2. 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.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.80 to $14.78, 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.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.81 to $14.88, 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.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.18, 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.
Common Units converted 150,000 units Redeemed into Class A Common Stock on September 18 and 21, 2026
Class A shares acquired via conversion 150,000 shares Issued upon redemption of Common Units on September 18 and 21, 2026
Class C shares cancelled 150,000 shares Automatically cancelled for no consideration upon Common Unit redemptions
Class A shares sold 150,000 shares Open-market or private transactions on September 18 and 21, 2026
Weighted average sale price (98,500 shares) $13.9664 per share Multiple trades between $13.80 and $14.78 on September 18, 2026
Weighted average sale price (1,500 shares) $14.8527 per share Multiple trades between $14.81 and $14.88 on September 18, 2026
Weighted average sale price (50,000 shares) $15.0506 per share Multiple trades between $15.00 and $15.18 on September 21, 2026
Rule 10b5-1 plan adoption date September 16, 2025 Plan under which reported sales were effected
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"
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
"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"
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.
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.

FAQ

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

What did LUNR's chief technology officer report in this Form 4?

He reported converting 150,000 Common Units into 150,000 Class A Common Stock and selling 150,000 Class A shares in market transactions on September 18 and 21, 2026, with related Class C shares cancelled for no consideration.

At what prices did the LUNR insider sell Class A shares?

He sold 98,500 shares at a weighted average price of $13.9664, 1,500 shares at $14.8527, and 50,000 shares at $15.0506 per share, each based on multiple trades within stated price ranges.

Were the LUNR insider’s trades made under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025, indicating the transactions followed a pre-established trading arrangement.

How many Common Units were converted into LUNR Class A shares?

He converted 100,000 Common Units on September 18, 2026 and 50,000 Common Units on September 21, 2026, for a total of 150,000 Common Units redeemed into 150,000 shares of Class A Common Stock.

What happened to the LUNR Class C Common Stock in this transaction?

For each Common Unit redeemed, a share of Class C Common Stock was automatically cancelled. In total, 100,000 Class C shares and 50,000 Class C shares were cancelled in connection with the redemptions of 100,000 and 50,000 Common Units, respectively.

Do the Common Units of Intuitive Machines, LLC expire?

The filing states the Common Units do not expire. They may be redeemed for shares of the issuer’s Class A Common Stock on a one-to-one basis at the holder’s discretion, with an equal number of Class C shares cancelled upon each redemption.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Crain Timothy Price II

(Last)(First)(Middle)
13467 COLUMBIA SHUTTLE STREET

(Street)
HOUSTON TEXAS 77059

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/18/2026M100,000A(2)451,279D
Class C Common Stock09/18/2026D100,000D(2)8,620,615D
Class A Common Stock09/18/2026S(1)98,500D$13.9664(3)352,779D
Class A Common Stock09/18/2026S(1)1,500D$14.8527(4)351,279D
Class A Common Stock09/21/2026M50,000A(2)401,279D
Class C Common Stock09/21/2026D50,000D(2)8,570,615D
Class A Common Stock09/21/2026S(1)50,000D$15.0506(5)351,279D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Units(2)09/18/2026M100,000 (2) (2)Class A Common Stock100,000(2)8,620,615D
Common Units(2)09/21/2026M50,000 (2) (2)Class A Common Stock50,000(2)8,570,615D
Explanation of Responses:
1. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025.
2. 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.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.80 to $14.78, 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.81 to $14.88, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.18, 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.
/s/ Steven Vontur, Attorney-in-Fact09/22/2026
** Signature of Reporting PersonDate
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)

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