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Intuitive Machines, Inc. (LUNR) reporting person Timothy Price Crain reported beneficial ownership of 8,639,926 shares of Class A common stock as of September 30, 2026, equal to 4.8% of the class. The total consisted of 69,311 shares held directly and 8,570,615 shares issuable upon conversion of Intuitive Machines, LLC common units. The ownership calculation used 173,231,343 Class A shares outstanding as of August 6, 2026. Crain stated he no longer beneficially owned more than 5% of the class.
Key Figures
Beneficial ownership:8,639,926 sharesDirect holdings:69,311 sharesShares issuable upon conversion of Common Units:8,570,615 shares+2 more
5 metrics
Beneficial ownership8,639,926 sharesClass A common stock as of September 30, 2026
Direct holdings69,311 sharesClass A common stock
Shares issuable upon conversion of Common Units8,570,615 sharesClass A common stock
Percent of class4.8%Class A common stock
Class A shares outstanding173,231,343 sharesAs of August 6, 2026; used in the ownership calculation
Key Terms
beneficial owner, Common Units, redemption
3 terms
beneficial ownerregulatory
"beneficial owner of an aggregate of 8,639,926 shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Common Unitsfinancial
"underlying common units of Intuitive Machines, LLC ("Common Units")"
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.
redemptionfinancial
"assumes the redemption of the Common Units held by the Reporting Person"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many LUNR shares did Timothy Price Crain beneficially own?
Crain reported beneficial ownership of 8,639,926 shares of Class A common stock, or 4.8% of the class, as of September 30, 2026. The total included 69,311 shares held directly and 8,570,615 shares issuable upon conversion of Intuitive Machines, LLC common units.
What voting and dispositive power did Timothy Price Crain report over LUNR shares?
Crain reported sole voting and dispositive power over 8,639,926 shares. He reported zero shared voting power and zero shared dispositive power.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Intuitive Machines, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
46125A100
(CUSIP Number)
09/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
46125A100
1
Names of Reporting Persons
Crain Timothy Price II
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
8,639,926.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,639,926.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,639,926.00
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)
4.8 %
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 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.
As of September 30, 2026, the Reporting Person is the beneficial owner of an aggregate of 8,639,926 shares of Class A Common Stock as follows: (i) 69,311 shares of Class A Common Stock held directly by the Reporting Person and (ii) 8,570,615 shares of Class A Common Stock underlying common units of Intuitive Machines, LLC ("Common Units") held directly by the Reporting Person.
Calculation of beneficial ownership in this Schedule 13G is based upon 173,231,343 shares of Class A Common Stock outstanding as of August 6, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, and includes 8,570,615 shares of Class A Common Stock issuable upon the conversion of Common Units beneficially owned by the Reporting Person. 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. As of September 30, 2026, the Reporting Person no longer beneficially owns more than five percent of the Class A Common Stock. This filing represents an exit filing for the Reporting Person.
(b)
Percent of class:
4.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
8,639,926
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
8,639,926
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
