Form 4: Insider Sells LUNR Shares via 10b5-1 Plan

A director and 10% owner of Intuitive Machines, Kamal Ghaffarian, sold 40,254 shares of Class A Common Stock through a pre-arranged 10b5-1 trading plan.

Summary

• Kamal Ghaffarian, a director and 10% owner of Intuitive Machines, Inc. (LUNR), reported transactions involving the company's stock.
• On July 28, 2025, 40,254 Common Units were redeemed for an equal number of Class A Common Stock shares.
• Concurrently, 40,254 shares of Class C Common Stock were automatically cancelled for no consideration.
• Following the redemption, 40,254 shares of Class A Common Stock were sold at a weighted average price of $13.4886 per share.
• The sales were executed under a Rule 10b5-1 trading plan established by Ghaffarian Enterprises, LLC on December 18, 2024.
• The sale prices ranged from $13.185 to $13.67.
• Post-transaction, indirect beneficial ownership includes 36,093,492 Common Units and Class C Common Stock, and 3,494,768 Class A Common Stock held by Ghaffarian Enterprises, LLC, GM Enterprises, LLC, and Intuitive Machines KG Parent, LLC.
• Kamal Ghaffarian also directly owns 146,092 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly negative. While insider selling can be a negative signal, the fact that it was done under a pre-arranged 10b5-1 plan mitigates some of the negative implications, suggesting it's part of a personal financial plan rather than a reaction to immediate adverse company news.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned transaction rather than a reaction to immediate, undisclosed negative news.

Negatives

• A director and significant owner sold a notable number of shares, which can sometimes be perceived negatively by the market, despite being pre-planned.

Future Outlook

No specific future outlook or guidance is provided in this Form 4.

Industry Context

This Form 4 reports an insider transaction, which is a standard regulatory disclosure and does not inherently relate to broader industry trends or competitors beyond the general market perception of insider selling.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure of insider trading activity. There are no specific company or project results to compare to industry benchmarks. The transaction itself is a common occurrence for insiders managing their portfolios, especially when executed via a 10b5-1 plan.

Related Party Transactions

• Kamal Ghaffarian, a director and 10% owner, is associated with Ghaffarian Enterprises, LLC, GM Enterprises, LLC, and Intuitive Machines KG Parent, LLC, which are the entities holding and transacting the securities. These are considered related parties due to common control and beneficial ownership.

Stakeholder Impact

• Shareholders: The sale by a significant insider could be perceived negatively, potentially leading to a slight downward pressure on the stock price, though the 10b5-1 plan mitigates this concern. The overall impact on long-term shareholders is likely minimal given the relatively small percentage of total holdings sold.

Key Dates

Recommendation

The filing reports a pre-planned insider sale by a director and significant owner. While insider selling can sometimes signal a lack of confidence, the execution under a Rule 10b5-1 plan suggests it's part of a personal financial management strategy rather than a reaction to new negative company developments. The volume of shares sold is also a small fraction of the total beneficial ownership. Therefore, this specific transaction alone does not warrant a change in investment thesis, leading to a 'hold' recommendation.

Keywords

Intuitive Machines, LUNR, SEC Form 4, Insider Trading, Stock Sale, Kamal Ghaffarian, 10b5-1 Plan, Beneficial Ownership, Class A Common Stock, Class C Common Stock, Common Units