Intuitive Machines (LUNR) 19.7% holder adopts 2026 10b5-1 plan for up to 1.94M shares

Rhea-AI Filing Summary

Intuitive Machines’ major shareholder Kamal Seyed Ghaffarian amended his ownership filing and disclosed a new pre-arranged trading plan. He beneficially owns 38,429,036 shares of Class A Common Stock, representing 19.7% of the company, including holdings through Ghaffarian Enterprises, LLC and GM Enterprises, LLC.

Under a 2026 Rule 10b5-1 trading plan entered on July 2, 2026, a broker may periodically sell up to 1,935,568 shares on behalf of Ghaffarian Enterprises, LLC. This planned amount is stated to be less than 2% of Intuitive Machines’ total outstanding Class A shares and is intended solely to generate liquidity.

Key Figures

Total beneficial ownership: 38,429,036 shares Ownership percentage: 19.7% Ghaffarian Enterprises stake: 36,041,823 shares +5 more

8 metrics

Total beneficial ownership 38,429,036 shares Beneficially owned by Kamal Seyed Ghaffarian; 19.7% of class

Ownership percentage 19.7% Percent of Class A Common Stock attributed to Kamal Seyed Ghaffarian

Ghaffarian Enterprises stake 36,041,823 shares Beneficially owned by Ghaffarian Enterprises, LLC; 18.7% of class

GM Enterprises stake 2,241,121 shares Beneficially owned by GM Enterprises, LLC; 1.4% of class

10b5-1 plan size 1,935,568 shares Maximum Class A shares to be sold under 2026 10b5-1 plan

Plan portion of outstanding Less than 2% Plan share amount vs. total outstanding Class A shares

Ghaffarian Enterprises voting power 36,041,823 shares Shared voting and dispositive power reported for Ghaffarian Enterprises, LLC

GM Enterprises voting power 2,241,121 shares Shared voting and dispositive power reported for GM Enterprises, LLC

Key Terms

Rule 10b5-1, trading plan, beneficially owned, Schedule 13D, +2 more

6 terms

Rule 10b5-1 regulatory

"entered into a trading plan (the "2026 10b5-1 Trading Plan") pursuant to Rule 10b5-1 , as amended"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

trading plan financial

"entered into a trading plan (the "2026 10b5-1 Trading Plan") pursuant to Rule 10b5-1"

A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 38,429,036.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"This Amendment No. 12 to (this "Amendment No. 12") amends and supplements the statement on filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Class A Common Stock financial

"Title of Class of Securities: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

shared voting power financial

"Shared Voting Power 36,041,823.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/07/2026 - 08:00 PM Accepted by SEC EDGAR 07/07/2026 - 08:00 PM Learn about SEC filing dates

FAQ

How much of Intuitive Machines (LUNR) does Kamal Seyed Ghaffarian currently own?

Kamal Seyed Ghaffarian beneficially owns 38,429,036 shares of Intuitive Machines’ Class A Common Stock, representing 19.7% of the class. This total includes shares held directly and indirectly through Ghaffarian Enterprises, LLC and GM Enterprises, LLC as disclosed in the amended Schedule 13D.

What is the size of the 2026 10b5-1 trading plan for Intuitive Machines (LUNR)?

The 2026 Rule 10b5-1 trading plan covers potential sales of up to 1,935,568 Intuitive Machines Class A shares. The filing states this represents less than 2% of total outstanding Class A shares and is designed solely to generate liquidity for Ghaffarian Enterprises, LLC over time.

When was the new 2026 10b5-1 trading plan for Intuitive Machines (LUNR) entered?

Ghaffarian Enterprises, LLC entered the 2026 10b5-1 trading plan on July 2, 2026. According to the disclosure, sales under this plan will not begin until after the expiration date of any existing trading plan already in place for the same holder.

How many Intuitive Machines (LUNR) shares are held by Ghaffarian Enterprises, LLC?

Ghaffarian Enterprises, LLC beneficially owns 36,041,823 shares of Intuitive Machines Class A Common Stock, representing 18.7% of the class. These shares are reported with shared voting and dispositive power, reflecting its role as a key holding vehicle associated with Kamal Seyed Ghaffarian.

What is GM Enterprises, LLC’s stake in Intuitive Machines (LUNR)?

GM Enterprises, LLC beneficially owns 2,241,121 Intuitive Machines Class A shares, or 1.4% of the class. The filing reports that GM Enterprises, LLC has shared voting and dispositive power over these shares, contributing to the overall beneficial holdings attributed to Kamal Seyed Ghaffarian.

Will the 2026 10b5-1 plan immediately trigger sales of Intuitive Machines (LUNR) shares?

Sales under the 2026 10b5-1 trading plan will not start immediately. The disclosure specifies that broker-managed sales of up to 1,935,568 shares will begin only after the expiration date of any existing trading plan, creating a sequenced approach to planned share sales.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Intuitive Machines, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

46125A100

(CUSIP Number)

Kamal Seyed Ghaffarian
5937 Sunnyslope Drive,
Naples, FL, 34119
(301) 486-3150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 46125A100

1

Name of reporting person

Kamal Seyed Ghaffarian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 146,092.00
8	Shared Voting Power 38,282,944.00
9	Sole Dispositive Power 146,092.00
10	Shared Dispositive Power 38,282,944.00

11

Aggregate amount beneficially owned by each reporting person

38,429,036.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 46125A100

1

Name of reporting person

Ghaffarian Enterprises, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,041,823.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,041,823.00

11

Aggregate amount beneficially owned by each reporting person

36,041,823.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 46125A100

1

Name of reporting person

GM Enterprises, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,241,121.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,241,121.00

11

Aggregate amount beneficially owned by each reporting person

2,241,121.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Intuitive Machines, Inc.
(c)	Address of Issuer's Principal Executive Offices: 13467 Columbia Shuttle Street, Houston, TEXAS , 77059.
Item 1 Comment: This Amendment No. 12 to Schedule 13D (this "Amendment No. 12") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 8, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Intuitive Machines, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented with the following: Entry into the 2026 10b5-1 Plan On July 2, 2026, Ghaffarian Enterprises, LLC entered into a trading plan (the "2026 10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the 2026 10b5-1 Trading Plan, a broker dealer will make periodic sales of up to an aggregate of 1,935,568 shares of Class A Common Stock on behalf of Ghaffarian Enterprises, LLC. Such number of shares represents less than 2% of the total outstanding shares of Class A Common Stock of the Issuer. The 2026 10b5-1 Trading Plan is being entered into solely to generate liquidity for Ghaffarian Enterprises, LLC. Sales under the 2026 10b5-1 Trading Plan will not commence until after the expiration date of any existing plan. The foregoing description of the 2026 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the 2026 10b5-1 Trading Plan, the form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented with the following: Exhibit 11: 2026 10b5-1 Trading Plan, entered into on July 2, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kamal Seyed Ghaffarian

Signature:	/s/ Kamal Seyed Ghaffarian
Name/Title:	Kamal Seyed Ghaffarian
Date:	07/07/2026

Ghaffarian Enterprises, LLC

Signature:	/s/ Kamal Seyed Ghaffarian
Name/Title:	Kamal Seyed Ghaffarian, Trustee of the Sole Member
Date:	07/07/2026

GM Enterprises, LLC

Signature:	/s/ Kamal Seyed Ghaffarian
Name/Title:	Kamal Seyed Ghaffarian, Trustee of the Sole Managing Member
Date:	07/07/2026