Voya Financial filed a Schedule 13G reporting beneficial ownership of 8,655,139 shares (5.4%) of Intuitive Machines, Inc. Class A common stock. The filing states Voya has sole power to vote 5,288,886 shares and sole dispositive power over 8,655,139 shares. Voya files as the ultimate parent of subsidiary holders and the form is signed by Mark Sides, SVP, Chief Compliance and Deputy General Counsel.
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Insights
Large passive stake disclosed: 8,655,139 shares (5.4%).
The Schedule 13G reports an institutional investor holding 8,655,139 shares, equal to 5.4% of the Class A common stock, which meets reporting thresholds for beneficial ownership disclosure. The filing indicates voting and dispositive powers concentrated at the parent level.
Implications depend on whether holdings are passive; subsequent filings could show changes in voting intent. Future amendments would reveal if the position becomes active or surpasses other thresholds.
Parent filing and power attributions are explicitly stated.
The Schedule 13G is filed by Voya Financial, Inc. pursuant to parent holding company rules, listing subsidiary entities on Exhibit A and attributing ownership and voting/dispositive powers to the ultimate parent. Signature block is provided by a compliance officer.
Filers should monitor for timing or intent changes that would require conversion to Schedule 13D or amended 13G filings under SEC rules.
Key Figures
Beneficial ownership:8,655,139 sharesPercent of class:5.4%Sole voting power:5,288,886 shares+2 more
5 metrics
Beneficial ownership8,655,139 sharesAmount beneficially owned reported in Schedule 13G
Percent of class5.4%Percent of Class A common stock reported
Sole voting power5,288,886 sharesShares with sole power to vote as reported
Sole dispositive power8,655,139 sharesShares with sole power to dispose as reported
CUSIP46125A100CUSIP for Intuitive Machines Class A common stock
Key Terms
Schedule 13G, beneficially owned, sole dispositive power, parent holding company
4 terms
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Intuitive Machines, Inc."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
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.
sole dispositive powerregulatory
"Item 4. (iii) Sole power to dispose: 8,655,139"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
parent holding companyregulatory
"Voya Financial, Inc. is filing this pursuant to (1)(ii)(G) as the ultimate parent corporation"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Intuitive Machines, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
46125A100
(CUSIP Number)
03/31/2026
(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
Voya Financial, Inc.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,288,886.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,655,139.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,655,139.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Intuitive Machines, Inc.
(b)
Address of issuer's principal executive offices:
13467 COLUMBIA SHUTTLE STREET, HOUSTON, TEXAS, 77059.
Item 2.
(a)
Name of person filing:
Voya Financial, Inc.
(b)
Address or principal business office or, if none, residence:
200 Park Avenue
New York, NY 10166
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
8,655,139.00
(b)
Percent of class:
5.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,288,886
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
8,655,139
(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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
This Schedule 13G is filed by Voya Financial, Inc., the ultimate corporate parent of the subsidiary entities listed on Exhibit A. Each such entity may be deemed to beneficially own the securities to which the Schedule 13G applies.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Voya Financial, Inc. is filing this Schedule 13G pursuant to Rule 13d-1(b)(1)(ii)(G) as the ultimate parent corporation of its wholly owned subsidiaries listed on Exhibit A hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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 in Intuitive Machines (LUNR) did Voya Financial report?
Voya Financial reported beneficial ownership of 8,655,139 shares, representing 5.4% of Intuitive Machines Class A common stock. The filing lists specific voting and dispositive powers held by Voya.
Who holds the voting and dispositive power for Voya's reported stake?
The filing states Voya has sole power to vote 5,288,886 shares and sole dispositive power over 8,655,139 shares. No shared voting or dispositive powers are reported in this Schedule 13G.
Why did Voya file a Schedule 13G rather than a Schedule 13D?
A Schedule 13G is used for passive institutional holdings that cross reporting thresholds. The filing identifies Voya as the ultimate parent reporting subsidiaries on Exhibit A and presents ownership as beneficial but characterized under 13G filing conditions.
Does the filing show Voya controls Intuitive Machines decisions?
The filing shows Voya holds voting and dispositive powers for the reported shares, but it does not state active control over management decisions. The Schedule 13G does not by itself assert operational control or intent to influence corporate governance.
Who signed the Schedule 13G for Voya Financial?
The Schedule 13G was signed by Mark Sides, SVP, Chief Compliance and Deputy General Counsel, with a signature date of 05/05/2026, as shown in the filing's signature block.
