[Form 4] Intuitive Machines, Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Volato Group, Inc. (SOAR) filed an 8-K announcing it has closed a $3.0 million third tranche of its December 4 2024 Securities Purchase Agreement with an institutional investor. The senior unsecured note carries a 10% original-issue discount; the investor paid $2.7 million for $3.0 million principal, and the note matures on 21 Jul 2026. Like the prior tranches, it is convertible into Class A shares and was issued under the Section 4(a)(2)/Reg D private-placement exemption.

• Total notes issued to date: $9.0 million principal ($4.5 m Initial, $1.5 m Second, $3.0 m Third), all at a 10% OID.
• Cash proceeds received: $8.1 million.
• Coupon: none stated; investor return comes via OID and possible equity conversion.
• Notes are senior, unsecured.

The financing provides near-term liquidity but increases leverage and introduces potential equity dilution if the notes are converted. No earnings or operational updates were provided.

Insights

Financial Analyst

TL;DR: SOAR secures $3 m more via high-cost convertible debt, boosting liquidity but adding dilution risk.

This third tranche lifts aggregate principal to $9 m, indicating continuing reliance on structured debt to fund operations. The 10% OID implies an 11.1% effective yield before any equity upside for the buyer, signalling limited access to cheaper capital. Absence of collateral keeps flexibility but could raise pricing on future borrowings. Conversion terms are not disclosed here, leaving uncertainty on dilution magnitude, yet the cumulative principal is already material for an emerging-growth issuer. Net cash proceeds of $2.7 m extend runway into 2026; however, maturity stair-steps (Dec-25, Jun-26, Jul-26) create refinancing overhang.

Corporate Finance Specialist

TL;DR: Private Reg D notes supply cash but spotlight SOAR’s capital-structure pressure.

Using sequential tranches allows management to time cash infusions, yet a 10% OID indicates investors demand steep compensation. Senior unsecured status ahead of common equity but behind any secured debt may deter future lenders. The convertible feature could become attractive if share price appreciates, but excessive dilution could cap upside for existing holders. While proceeds may support fleet expansion or working capital, the company must balance growth ambitions with tightening covenants customary in such agreements. Overall impact: strategically useful, financially dilutive, moderately credit-negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES FL 34119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/17/2025		M		40,254	A	(1)	3,535,022	I	See footnotes(2)(3)
Class C Common Stock	07/17/2025		D		40,254	D	(1)	36,133,746	I	See footnotes(2)(3)
Class A Common Stock	07/17/2025		S(4)		40,254	D	$12.0205(5)	3,494,768	I	See footnotes(2)(3)
Class A Common Stock								146,092	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(1)	07/17/2025		M			40,254	(1)	(1)	Class A Common Stock	40,254	(1)	36,133,746	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

Ghaffarian Kamal Seyed

(Last) (First) (Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES FL 34119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ghaffarian Enterprises, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE, MD 20852

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GM Enterprises, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE, MD 20852

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Intuitive Machines KG Parent, LLC

(Last) (First) (Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE, MD 20852

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. Upon the redemption of any Common Units, a number of shares of Class C Common Stock equal to the number of Common Units that are redeemed will automatically be cancelled for no consideration.

2. Following the transactions reported herein, represents (i) 2,241,121 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 249,080 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 33,643,545 Common Units and shares of Class C Common Stock and (y) 3,494,768 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC.

3. Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and is the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC on December 18, 2024.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.09, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

	Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact	07/21/2025
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	07/21/2025
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	07/21/2025
	Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	07/21/2025
	** Signature of Reporting Person	Date
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FAQ

How much new funding did Volato Group (SOAR) raise in the third tranche?

The company received $2.7 million in cash for a $3.0 million principal note.

What is the interest or discount rate on SOAR’s new note?

The note carries a 10% original-issue discount; no stated coupon was disclosed.

When does the third-tranche note mature?

Maturity is July 21, 2026.

Are the notes secured by Volato’s assets?

No, the notes are described as senior unsecured obligations.

Can the investor convert the notes into SOAR common stock?

Yes. All three tranches are convertible into Class A common shares under terms set in the Securities Purchase Agreement.