Intuitive Machines reports reported beneficial ownership by Timothy Crain totaling 9,121,598 shares of Class A Common Stock, representing 7.1%. The filing states this ownership is calculated as of February 9, 2026 based on 128,361,899 shares of Class A Common Stock outstanding as of the date of the filing. The position combines 79,483 shares held outright, 9,020,615 shares issuable upon conversion of Common Units, and 21,500 shares underlying restricted stock units expected to vest within the next 60 days. The Reporting Person discloses sole voting and dispositive power over 9,121,598 shares.
Positive
None.
Negative
None.
Insights
Schedule 13G/A updates beneficial ownership disclosure for a significant holder.
The filing lists 9,121,598 Class A shares beneficially owned by the Reporting Person, equal to 7.1%, measured as of February 9, 2026, using an outstanding share base of 128,361,899 shares.
This position includes 9,020,615 shares issuable upon conversion of Common Units and 21,500 RSUs expected to vest within 60 days; voting and dispositive authority is reported as sole over 9,121,598 shares. Subsequent disclosures may update vesting or conversion outcomes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Intuitive Machines, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
46125A100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
46125A100
1
Names of Reporting Persons
Timothy Crain
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,121,598.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,121,598.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,121,598.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Intuitive Machines, Inc.
(b)
Address of issuer's principal executive offices:
13467 Columbia Shuttle Street, Houston, TX 77059
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of Timothy Crain (the "Reporting Person").
(b)
Address or principal business office or, if none, residence:
The business address of the Reporting Person is c/o Intuitive Machines, LLC, 13467 Columbia Shuttle Street, Houston, TX 77059.
(c)
Citizenship:
The Reporting Person is a citizen of the United States.
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
46125A100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Class A Common Stock of the Issuer as of February 9, 2026, based upon 128,361,899 shares of Class A Common Stock outstanding as of the date of this filing, which includes: (i) 119,319,784 shares of Class A Common Stock outstanding as of November 10, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, (ii) 9,020,615 shares of Class A Common Stock issuable upon the conversion of common units of Intuitive Machines, LLC ("Common Units") beneficially owned by the Reporting Person and (iii) 21,500 shares of Class A Common Stock underlying restricted stock units, which are expected to vest within the next 60 days. The ownership information assumes the redemption of the Common Units held by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-to-one basis.
The Reporting Person is the beneficial owner of (i) 79,483 shares of Class A Common Stock, (ii) 9,020,615 shares of Class A Common Stock underlying Common Units held of record by the Reporting Person, and (iii) 21,500 shares of Class A Common Stock underlying restricted stock units, which are expected to vest within the next 60 days.
(b)
Percent of class:
7.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
9,121,598
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
9,121,598
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
What stake does Timothy Crain report in Intuitive Machines (LUNR)?
Timothy Crain reports beneficial ownership of 9,121,598 Class A shares, representing 7.1% of outstanding Class A Common Stock as of February 9, 2026. The filing uses an outstanding share base of 128,361,899 shares.
How is Crain's 9,121,598 share total composed?
The total comprises 79,483 shares held directly, 9,020,615 shares issuable upon conversion of Common Units, and 21,500 shares underlying restricted stock units expected to vest within 60 days.
What voting and dispositive authority does the filing disclose?
The filing states the Reporting Person has sole voting power and sole dispositive power over 9,121,598 shares of Class A Common Stock, with no shared voting or dispositive power reported.
What outstanding share count does the filing use to calculate the percentage?
The percent calculation is based on 128,361,899 shares of Class A Common Stock outstanding as of February 9, 2026, as stated in the filing's ownership disclosure.
Do any shares reported depend on future events?
Yes. The filing includes 9,020,615 shares issuable upon conversion of Common Units and 21,500 restricted stock units that are expected to vest within 60 days; timing and conversion outcomes will affect future holdings.
