Intuitive Machines (NASDAQ: LUNR) insider entities sell 141,909 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Intuitive Machines, Inc. insider entities associated with Dr. Kamal Ghaffarian reported a mix of sales and conversions of equity on June 15, 2026. Ghaffarian Enterprises, LLC sold a total of 141,909 shares of Class A common stock in open-market transactions at weighted average prices of $26.03, $26.86 and $27.75, under a pre-arranged Rule 10b5-1 trading plan adopted on December 4, 2025. On the same date, 141,909 Common Units of Intuitive Machines, LLC were redeemed into an equal number of Class A shares, and an equal number of Class C shares were cancelled to the issuer for no consideration as part of the Up-C structure. Following these transactions, entities controlled by Dr. Ghaffarian hold 34,930,085 Common Units and Class C shares and 3,636,677 Class A shares indirectly, while he also holds 153,526 Class A shares directly.
Positive
- None.
Negative
- None.
Insights
Pre-planned sales and unit-for-share conversions modestly trim but largely maintain Ghaffarian’s significant Intuitive Machines stake.
The filing shows Ghaffarian-affiliated entities, not Dr. Ghaffarian personally, executing 141,909-share open-market sales of Intuitive Machines Class A stock. These trades were carried out by Ghaffarian Enterprises, LLC under a Rule 10b5-1 plan, indicating they were pre-scheduled rather than opportunistic.
At the same time, 141,909 Common Units of Intuitive Machines, LLC were redeemed for Class A shares, with an equal number of Class C shares automatically cancelled to the issuer for no consideration. This reflects the company’s Up-C structure, where Common Units and Class C shares mirror economic and voting interests.
Post-transaction, Ghaffarian-related entities still hold 34,930,085 Common Units and Class C shares and 3,636,677 Class A shares indirectly, plus 153,526 Class A shares directly. Relative to these sizable holdings, the net 141,909-share sale appears routine portfolio activity rather than a transformational change in ownership. As such, the event is best viewed as neutral from an investment-thesis perspective.
Insider Trade Summary 10b5-1
Net Seller: 141,909 shares ($3,711,465)
Net Sell
7 txns
Insider
Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role
null | null | null
Sold
141,909 shs ($3.71M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Common Units | 141,909 | $0.00 | -- |
| Exercise | Class A Common Stock | 141,909 | $0.00 | -- |
| Disposition | Class C Common Stock | 141,909 | $0.00 | -- |
| Sale | Class A Common Stock | 121,809 | $26.0322 | $3.17M |
| Sale | Class A Common Stock | 19,334 | $26.857 | $519K |
| Sale | Class A Common Stock | 766 | $27.7482 | $21K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 34,930,085 shares (Indirect, See footnotes);
Class A Common Stock — 3,636,677 shares (Indirect, See footnotes);
Class C Common Stock — 34,930,085 shares (Indirect, See footnotes);
Class A Common Stock — 153,526 shares (Direct, null)
Footnotes (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. 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) 32,688,964 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. 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. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.58 to $26.57, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.58 to $27.50, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.59 to $27.85, 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.
Key Figures
Shares sold: 141,909 shares
Weighted average sale price 1: $26.0322 per share
Weighted average sale price 2: $26.8570 per share
+5 more
8 metrics
Shares sold
141,909 shares
Total Class A shares sold in open-market transactions on June 15, 2026
Weighted average sale price 1
$26.0322 per share
One tranche of Class A share sales on June 15, 2026
Weighted average sale price 2
$26.8570 per share
Second tranche of Class A share sales on June 15, 2026
Weighted average sale price 3
$27.7482 per share
Third tranche of Class A share sales on June 15, 2026
Indirect Class A holdings
3,636,677 shares
Class A shares held indirectly by Ghaffarian-related entities after transactions
Direct Class A holdings
153,526 shares
Class A shares held directly by Dr. Ghaffarian after transactions
Common Units and Class C
34,930,085 units/shares
Common Units and corresponding Class C shares held indirectly after transactions
Net share change from trades
-141,909 shares
Net buy/sell shares across reported open-market sales
Key Terms
Rule 10b5-1 plan, Common Units, Class C Common Stock, beneficial ownership, +1 more
5 terms
Rule 10b5-1 plan financial
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 4, 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.
Class C Common Stock financial
"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."
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.
beneficial ownership financial
"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."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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 $25.58 to $26.57, 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.
FAQ
What insider transactions did Intuitive Machines (LUNR) report for June 15, 2026?
Intuitive Machines reported entities associated with Dr. Kamal Ghaffarian selling 141,909 Class A shares and redeeming 141,909 Common Units into Class A stock, while cancelling an equal number of Class C shares back to the issuer for no consideration.
Was the Intuitive Machines (LUNR) insider sale made under a Rule 10b5-1 plan?
Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025, indicating the transactions were pre-arranged rather than discretionary market-timed trades.
What is the significance of the Common Units and Class C stock in Intuitive Machines (LUNR)?
The filing explains that Common Units of Intuitive Machines, LLC can be redeemed one-for-one for Class A shares. When units are redeemed, an equal number of Class C shares are automatically cancelled to the issuer for no consideration, reflecting the company’s Up-C ownership structure.