CTO at Intuitive Machines (NASDAQ: LUNR) sells 150K shares after exercise

Rhea-AI Filing Summary

Intuitive Machines SVP & Chief Technology Officer Timothy Price Crain II exercised 150,000 Common Units into 150,000 shares of Class A Common Stock and cancelled 150,000 shares of Class C Common Stock in a corresponding issuer disposition. On the same date, he sold a total of 150,000 Class A shares in open-market transactions at weighted average prices ranging from approximately $16.93 to $18.81 per share, executed in multiple trades and reported in three price ranges. These sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on September 16, 2025. Following the transactions, he holds 359,726 shares of Class A Common Stock directly and 8,870,615 Common Units.

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
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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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/19/2026		M		150,000	A	(2)	509,726	D
Class C Common Stock	03/19/2026		D		150,000	D	(2)	8,870,615	D
Class A Common Stock	03/19/2026		S(1)		78,100	D	$16.9333(3)	431,626	D
Class A Common Stock	03/19/2026		S(1)		42,798	D	$17.807(4)	388,828	D
Class A Common Stock	03/19/2026		S(1)		29,102	D	$18.8063(5)	359,726	D

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
Common Units	(2)	03/19/2026		M			150,000	(2)	(2)	Class A Common Stock	150,000	(2)	8,870,615	D

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 $16.37 to $17.36, 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 $17.37 to $18.36, 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 $18.37 to $19.04, 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-Fact	03/23/2026
	** 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)

FAQ

What insider transactions did LUNR CTO Timothy Price Crain II report?

He exercised and sold shares on the same day. Crain converted 150,000 Common Units into 150,000 Class A shares, cancelled 150,000 Class C shares, and sold 150,000 Class A shares in multiple open-market transactions on March 19, 2026.

How many Intuitive Machines (LUNR) shares did the CTO sell and at what prices?

He sold 150,000 Class A shares in three tranches. The weighted average sale prices were $16.9333, $17.8070, and $18.8063 per share, with underlying trade ranges from $16.37 to $19.04 as disclosed in the footnotes.

Were the LUNR insider sales by the CTO made under a Rule 10b5-1 plan?

Yes, the sales were executed under a Rule 10b5-1 plan. A footnote states the transactions followed a pre-arranged trading plan adopted by the reporting person on September 16, 2025, indicating the timing was set in advance.

What did the conversion of Common Units mean for Intuitive Machines (LUNR) stock classes?

Common Units were redeemed into Class A, cancelling Class C shares. Each redeemed Common Unit converted one-for-one into Class A Common Stock, and an equal number of Class C shares were automatically cancelled for no consideration, as described in the footnotes.

How many Intuitive Machines (LUNR) shares does the CTO hold after these transactions?

He retains both Class A shares and Common Units. After exercising and selling, he directly holds 359,726 shares of Class A Common Stock and 8,870,615 Common Units, according to the post-transaction ownership figures reported.

Was this LUNR Form 4 primarily a purchase or a sale by the CTO?

The filing shows both acquisition and sale activity. The CTO exercised 150,000 Common Units into Class A shares (an acquisition) and then sold 150,000 Class A shares in open-market transactions, resulting in net selling activity overall.