STOCK TITAN

Intuitive Machines director sells 96K shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Intuitive Machines, Inc. (LUNR) reports that entities associated with director and ten percent owner Kamal Ghaffarian converted a total of 96,304 Common Units of Intuitive Machines, LLC into an equal number of Class A Common shares on September 8–9, 2026, with corresponding Class C shares automatically cancelled. On those dates, Ghaffarian Enterprises, LLC sold 96,304 Class A shares in multiple transactions at weighted-average prices around $15–$16 per share under a Rule 10b5-1 trading plan adopted on December 4, 2025. After these transactions, Dr. Ghaffarian holds 153,526 Class A shares directly and, through GM Enterprises, LLC and Ghaffarian Enterprises, LLC, interests in 2,241,121 and 31,883,115 Common Units and Class C shares, respectively, plus 3,494,768 Class A shares, while he disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role Director, 10% Owner | 10% Owner | 10% Owner
Sold 96,304 shs ($1.48M)
Approx. gross sale proceeds $1.48M
Type Security Shares Price Value
Exercise Common Units F1, F2, F3 1,698 -- --
Exercise Class A Common Stock F1, F2, F3 1,698 -- --
Disposition Class C Common Stock F1, F2, F3 1,698 -- --
Sale Class A Common Stock F4, F7, F2, F3 1,698 $16.0029 $27K
Exercise Common Units F1, F2, F3 94,606 -- --
Exercise Class A Common Stock F1, F2, F3 94,606 -- --
Disposition Class C Common Stock F1, F2, F3 94,606 -- --
Sale Class A Common Stock F4, F5, F2, F3 93,105 $15.3913 $1.43M
Sale Class A Common Stock F4, F6, F2, F3 1,501 $15.7573 $24K
holding Class A Common Stock -- -- --
Holdings After Transaction: Common Units — 34,124,236 contracts (Indirect, See footnotes); Class C Common Stock — 34,124,236 shares (Indirect, See footnotes); Class A Common Stock — 3,494,768 shares (Indirect, See footnotes); Class A Common Stock — 153,526 shares (Direct)
Footnotes (7)
  1. 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.
  2. 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) 31,883,115 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.
  3. 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.
  4. F4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.7467, 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.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.75 to $15.78, 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.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.01, 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.
Class A shares sold 96,304 shares Total Class A Common Stock sold by Ghaffarian Enterprises, LLC on September 8–9, 2026
Common Units converted 96,304 units Common Units of Intuitive Machines, LLC redeemed into Class A Common Stock on September 8–9, 2026
Weighted-average sale price 1 $15.3913 per share Weighted-average price for 93,105 Class A shares sold on September 8, 2026
Weighted-average sale price 2 $15.7573 per share Weighted-average price for 1,501 Class A shares sold on September 8, 2026
Weighted-average sale price 3 $16.0029 per share Weighted-average price for 1,698 Class A shares sold on September 9, 2026
Direct Class A holdings 153,526 shares Class A Common Stock held directly by Kamal Ghaffarian after transactions
GM Enterprises Common Units and Class C 2,241,121 units/shares Common Units and Class C Common Stock held of record by GM Enterprises, LLC after transactions
Ghaffarian Enterprises holdings 31,883,115 units/shares and 3,494,768 Class A shares Common Units and Class C shares, and separate Class A shares, held by Ghaffarian Enterprises, LLC
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
"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.
pecuniary interest financial
"disclaims beneficial ownership except to the extent of his pecuniary interest"

FAQ

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

What insider transactions did LUNR director Kamal Ghaffarian report on this Form 4?

Entities associated with Kamal Ghaffarian reported converting 96,304 Common Units into Class A Common Stock and selling 96,304 Class A shares on September 8–9, 2026, along with cancellation of an equal number of Class C shares.

How many Intuitive Machines (LUNR) shares were sold and at what prices?

Ghaffarian Enterprises, LLC sold a total of 96,304 Class A shares in open-market or private transactions at weighted-average prices of $15.3913, $15.7573, and $16.0029 per share, with individual trades ranging between $14.75 and $16.01.

Were the LUNR insider sales made under a Rule 10b5-1 trading 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 the trades were pre-arranged under that plan.

What happens to Intuitive Machines LLC Common Units and Class C stock in these transactions?

Common Units of Intuitive Machines, LLC may be redeemed for Class A shares on a one-to-one basis and do not expire. When Common Units are redeemed, an equal number of Class C shares are automatically cancelled for no consideration.

What LUNR holdings does Kamal Ghaffarian report after these transactions?

After the reported transactions, Dr. Ghaffarian holds 153,526 Class A shares directly, plus indirect interests in 2,241,121 Common Units and Class C shares via GM Enterprises, LLC and in 31,883,115 Common Units and Class C shares and 3,494,768 Class A shares via Ghaffarian Enterprises, LLC.

Does Kamal Ghaffarian claim full beneficial ownership of the reported LUNR securities?

No. The filing states that Dr. Ghaffarian may be deemed to share beneficial ownership of the securities held by GM Enterprises, LLC and Ghaffarian Enterprises, LLC, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

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*
Ghaffarian Kamal Seyed

(Last)(First)(Middle)
5937 SUNNYSLOPE DRIVE

(Street)
NAPLES FLORIDA 34119

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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 Stock09/08/2026M94,606A(1)3,589,374ISee footnotes(2)(3)
Class C Common Stock09/08/2026D94,606D(1)34,125,934ISee footnotes(2)(3)
Class A Common Stock09/08/2026S(4)93,105D$15.3913(5)3,496,270ISee footnotes(2)(3)
Class A Common Stock09/08/2026S(4)1,501D$15.7573(6)3,494,768ISee footnotes(2)(3)
Class A Common Stock09/09/2026M1,698A(1)3,496,466ISee footnotes(2)(3)
Class C Common Stock09/09/2026D1,698D(1)34,124,236ISee footnotes(2)(3)
Class A Common Stock09/09/2026S(4)1,698D$16.0029(7)3,494,768ISee footnotes(2)(3)
Class A Common Stock153,526D
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(1)09/08/2026M94,606 (1) (1)Class A Common Stock94,606(1)34,125,934ISee footnotes(2)(3)
Common Units(1)09/09/2026M1,698 (1) (1)Class A Common Stock1,698(1)34,124,236ISee footnotes(2)(3)
1. Name and Address of Reporting Person*
Ghaffarian Kamal Seyed

(Last)(First)(Middle)
5937 SUNNYSLOPE DRIVE

(Street)
NAPLES FLORIDA 34119

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 MARYLAND 20852

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 MARYLAND 20852

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. 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.
2. 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) 31,883,115 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.
3. 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.
4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.7467, 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.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.75 to $15.78, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.01, 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.
Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact09/10/2026
Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact09/10/2026
GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact09/10/2026
** 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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