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Intuitive Machines (LUNR) director’s $44.5M variable forward on 1.6M shares

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Intuitive Machines, Inc. director Michael Blitzer entered a prepaid variable share forward contract on 1,608,000 shares of Class A common stock. He received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver up to 1,608,000 shares or an equivalent cash amount at settlement.

The number of shares or cash owed in May 2028 will depend on the volume-weighted average share price. If the price is at or below the Floor Price of $31.2541, he will deliver the full 1,608,000 shares. Between the Floor Price and the Cap Price of $40.3279, the delivery amount will vary. Above the Cap Price, he will deliver a minimum of 1,246,200 shares, not exceeding 1,608,000. He retains beneficial ownership and voting rights on these shares unless he elects physical settlement.

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Insights

Director monetizes LUNR stake via prepaid variable forward while retaining voting rights.

This Form 4 shows director Michael Blitzer using a prepaid variable share forward contract on 1,608,000 Intuitive Machines shares. He receives about $44.5 million upfront, effectively borrowing against his holdings without an immediate open-market sale.

Settlement in May 2028 depends on future share prices. At or below the Floor Price of $31.2541, he delivers all 1,608,000 shares; between that and the Cap Price of $40.3279, the delivered share count varies. Above the cap, he delivers at least 1,246,200 shares but not more than 1,608,000.

Because the transaction is coded as "other" and structured under Rule 144, it is characterized as a derivative restructuring rather than a straightforward buy or sell. The filing notes that Blitzer keeps beneficial ownership and voting rights unless he later opts for physical settlement, so his reported stake remains intact until settlement mechanics are triggered.

Insider BLITZER MICHAEL
Role null
Type Security Shares Price Value
Other Forward Sale Contract (obligation to sell) 1,608,000 $0.00 --
Holdings After Transaction: Forward Sale Contract (obligation to sell) — 1,608,000 shares (Direct, null)
Footnotes (1)
  1. On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares. The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.
Shares under forward 1,608,000 shares Subject Shares in prepaid variable share forward
Upfront payment $44.5 million Cash received for entering forward contract
Floor Price $31.2541/share Price at or below which maximum shares delivered
Cap Price $40.3279/share Price above which minimum 1,246,200 shares delivered
Minimum shares above cap 1,246,200 shares Minimum delivery if price exceeds Cap Price
Settlement date May 19, 2028 Forward contract settlement date
prepaid variable share forward contract financial
"the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144"
Rule 144 regulatory
"executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
Floor Price financial
"if the Settlement Price is less than or equal to $31.2541 (the "Floor Price")"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price"
beneficial ownership financial
"The Reporting Person retains beneficial ownership and voting rights of the Subject Shares"
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.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
BLITZER MICHAEL
(Last)(First)(Middle)
C/O INTUITIVE MACHINES, INC.
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		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
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
Forward Sale Contract (obligation to sell)(1)(2)05/18/2026J/K(1)(2)1,608,00005/19/2028(1)(2)05/19/2028(1)(2)Class A common stock1,608,000(1)(2)(1)(2)1,608,000D
Explanation of Responses:
1. On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.
2. The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.
/s/ Michael Blitzer05/20/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Intuitive Machines (LUNR) director Michael Blitzer do in this Form 4?

Director Michael Blitzer entered a prepaid variable share forward contract on 1,608,000 Intuitive Machines shares. He received approximately $44.5 million upfront and agreed to deliver shares or cash in May 2028, depending on the stock’s future price.

How many Intuitive Machines (LUNR) shares are subject to Michael Blitzer’s forward contract?

The contract covers 1,608,000 shares of Intuitive Machines Class A common stock. This amount is also the maximum number of shares that may be delivered at settlement, depending on future share prices and contract terms.

How much cash did Michael Blitzer receive for the Intuitive Machines forward contract?

Michael Blitzer received an upfront cash payment of approximately $44.5 million. This payment compensates him for agreeing to deliver up to 1,608,000 Intuitive Machines shares, or an equivalent cash amount, when the contract settles in May 2028.

When will Michael Blitzer’s Intuitive Machines forward contract settle?

The forward contract is expected to settle in May 2028, with a specified settlement date of May 19, 2028. At that time, the number of shares or cash owed will be determined using the volume-weighted average price over the valuation period.

How is the number of Intuitive Machines shares delivered under the contract determined?

The settlement depends on a volume-weighted average price. At or below a Floor Price of $31.2541, Blitzer delivers 1,608,000 shares. Between the Floor Price and Cap Price of $40.3279, the share amount varies. Above the cap, at least 1,246,200 shares are delivered.

Does Michael Blitzer keep voting rights on his Intuitive Machines shares under this contract?

Yes. The filing states Michael Blitzer retains beneficial ownership and voting rights on the 1,608,000 Subject Shares. Those rights continue unless he chooses to physically settle the contract by delivering shares rather than cash at the May 2028 settlement.