Intuitive Machines (LUNR) insider entities convert and sell 141,909 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Intuitive Machines, Inc. insider entities associated with director and ten percent owner Kamal Ghaffarian reported a pre-planned conversion-and-sale transaction in Class A Common Stock. On May 18, 2026, they converted 141,909 Common Units of Intuitive Machines, LLC into 141,909 shares of Class A Common Stock at a stated price of $0.00 per unit, with an equal number of shares of Class C Common Stock cancelled for no consideration. Ghaffarian Enterprises, LLC then sold 141,909 Class A shares in multiple open-market transactions at weighted average prices ranging from about $33.27 to $37.99 per share pursuant to a Rule 10b5-1 trading plan adopted on December 4, 2025. After these transactions, Dr. Ghaffarian holds 146,092 Class A shares directly, while GM Enterprises, LLC holds 2,241,121 Common Units and shares of Class C Common Stock, and Ghaffarian Enterprises, LLC holds 32,972,782 Common Units and shares of Class C Common Stock and 3,494,768 Class A shares.
Positive
- None.
Negative
- None.
Insights
Pre-planned insider sale paired with unit conversion, overall position remains large.
Entities linked to director and ten percent owner Kamal Ghaffarian converted 141,909 Common Units into an equal number of Intuitive Machines Class A shares, cancelling the corresponding Class C shares. This simplifies part of the capital structure by moving units into publicly traded equity.
The same number of Class A shares were then sold in open-market transactions under a pre-established Rule 10b5-1 plan adopted on December 4, 2025. Such plans are set in advance and often indicate routine liquidity rather than opportunistic timing. Net share change from buys and sells is a 141,909 share reduction.
Post-transaction, the associated entities still hold substantial interests: 2,241,121 and 32,972,782 Common Units and Class C shares across two LLCs plus 3,494,768 Class A shares, in addition to 146,092 Class A shares held directly. The filing mainly updates ownership structure rather than signaling a major strategic shift.
Insider Trade Summary 10b5-1
Net Seller: 141,909 shares ($4,860,439)
Net Sell
10 txns
Insider
Ghaffarian Kamal Seyed, Ghaffarian Enterprises, LLC, GM Enterprises, LLC
Role
null | null | null
Sold
141,909 shs ($4.86M)
| 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 | 71,988 | $33.2734 | $2.40M |
| Sale | Class A Common Stock | 34,459 | $34.0914 | $1.17M |
| Sale | Class A Common Stock | 13,371 | $35.0628 | $469K |
| Sale | Class A Common Stock | 7,889 | $36.3316 | $287K |
| Sale | Class A Common Stock | 7,051 | $37.3396 | $263K |
| Sale | Class A Common Stock | 7,151 | $37.9907 | $272K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 35,213,903 shares (Indirect, See footnotes);
Class A Common Stock — 3,636,677 shares (Indirect, See footnotes);
Class C Common Stock — 35,213,903 shares (Indirect, See footnotes);
Class A Common Stock — 146,092 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) 32,972,782 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 $32.66 to $33.65, 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 $33.66 to $34.64, 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 $34.66 to $35.62, 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 $35.69 to $36.67, 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 $36.69 to $37.68, 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 $36.69 to $38.55, 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
Conversion amount: 141,909 units/shares
Sale price range: $33.27–$37.99 per share
+4 more
7 metrics
Shares sold
141,909 shares
Class A Common Stock sold in open-market transactions on May 18, 2026
Conversion amount
141,909 units/shares
Common Units converted into 141,909 Class A shares; equal Class C cancelled
Sale price range
$33.27–$37.99 per share
Approximate range of weighted average prices across reported sale blocks
Direct Class A holding
146,092 shares
Class A shares held directly by Kamal Ghaffarian after transactions
Ghaffarian Enterprises Class A
3,494,768 shares
Class A shares held by Ghaffarian Enterprises, LLC after transactions
Ghaffarian Enterprises units/Class C
32,972,782 units/shares
Common Units and Class C shares held by Ghaffarian Enterprises, LLC
GM Enterprises units/Class C
2,241,121 units/shares
Common Units and Class C shares held by GM Enterprises, LLC
Key Terms
Common Units, Class C Common Stock, Rule 10b5-1 plan, beneficial ownership, +1 more
5 terms
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
"a number of 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
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted"
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.
beneficial ownership regulatory
"may be deemed to share beneficial ownership of the securities reported herein"
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.
Disposition to issuer financial
"transaction_action": "issuer disposition","transaction_code_description": "Disposition to issuer""
FAQ
What did entities linked to LUNR director Kamal Ghaffarian do in this Form 4?
Entities associated with Kamal Ghaffarian converted 141,909 Common Units into 141,909 Intuitive Machines Class A shares and then sold the same number of Class A shares in open-market trades, updating their holdings structure and reducing their Class A position by that amount.
Was the Intuitive Machines (LUNR) insider sale made under a Rule 10b5-1 plan?
Yes. The filing states that the sales were effected under a Rule 10b5-1 trading plan adopted by Ghaffarian Enterprises, LLC on December 4, 2025. Such plans are pre-arranged, helping separate routine liquidity transactions from discretionary market-timed trades.
What are the remaining holdings after this Intuitive Machines (LUNR) Form 4?
After the transactions, Dr. Ghaffarian holds 146,092 Class A shares directly. GM Enterprises, LLC holds 2,241,121 Common Units and Class C shares, while Ghaffarian Enterprises, LLC holds 32,972,782 Common Units and Class C shares plus 3,494,768 Class A shares, reflecting a still sizeable overall stake.