Intuitive Machines, Inc. filing an amendment to a beneficial ownership statement by Stephen Altemus reporting 12,840,952 shares of Class A Common Stock beneficially owned, representing 9.8% of the class as of February 9, 2026. The filing states the outstanding Class A share base used for the calculation was 131,696,997 shares as of the filing and that the holder's position includes 12,342,213 shares issuable upon conversion of Common Units and 35,000 shares underlying restricted stock units expected to vest within the next 60 days.
Positive
None.
Negative
None.
Insights
Chair-level ownership near double-digit signals concentrated founder/insider stake.
The filing reports 9.8% beneficial ownership by Stephen Altemus measured against 131,696,997 Class A shares outstanding as of February 9, 2026. The position includes 12,342,213 shares issuable upon conversion of Common Units and 35,000 RSUs expected to vest within 60 days.
Holdings over 5% typically trigger heightened disclosure and potential voting influence; the disclosure preserves conversion assumptions used to compute the stake. Timing of RSU vesting is specified; conversion mechanics are described as one-to-one in this excerpt.
Position combines direct shares and convertible units, affecting reported stake size.
The beneficial-ownership total of 12,840,952 shares aggregates 463,739 directly held shares, 12,342,213 shares issuable on conversion, and 35,000 RSUs. The filing explicitly assumes a one-to-one conversion of Common Units to Class A shares for the calculation.
Cash-flow treatment and any planned dispositions are not stated in the excerpt; subsequent filings would show transactions if trades occur.
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
Stephen Altemus
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
12,840,952.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,840,952.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,840,952.00
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)
9.8 %
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 Stephen Altemus (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 131,696,997 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) 12,342,213 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) 35,000 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) 463,739 shares of Class A Common Stock, (ii) 12,342,213 shares of Class A Common Stock underlying Common Units held of record by the Reporting Person, and (iii) 35,000 shares of Class A Common Stock underlying restricted stock units, which are expected to vest within the next 60 days.
(b)
Percent of class:
9.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
12,840,952
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
12,840,952
(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 Stephen Altemus report in Intuitive Machines (LUNR)?
He reports beneficial ownership of 12,840,952 shares, representing 9.8% of Class A Common Stock as of February 9, 2026. This figure includes direct shares, convertible common units, and restricted stock units expected to vest within 60 days.
How is the 9.8% ownership calculated for LUNR?
The percentage is based on 131,696,997 Class A shares outstanding as of February 9, 2026. The filing assumes a one-to-one conversion of Common Units when computing the beneficial ownership percentage.
Does the filing include convertible or unvested instruments for LUNR?
Yes. It includes 12,342,213 shares issuable upon conversion of Common Units and 35,000 shares underlying restricted stock units expected to vest within the next 60 days, both counted in the reported total.
How many Class A shares does Altemus directly control?
The filing lists 463,739 shares of Class A Common Stock held directly by the Reporting Person, with sole voting and dispositive power over 12,840,952 shares in total as disclosed.
What date is used for the ownership snapshot in the LUNR filing?
The beneficial ownership is stated as of February 9, 2026, while the filing signature is dated February 17, 2026. The outstanding share base cited is 131,696,997 Class A shares.
