Form 4: Intuitive Machines CEO Sells Shares Under 10b5-1 Plan

Intuitive Machines CEO Stephen J. Altemus converted and sold 12,669 Class A Common Stock shares for $20.0031 each under a pre-arranged 10b5-1 plan.

Summary

• Stephen J. Altemus, CEO, Director, and 10% Owner of Intuitive Machines, Inc., reported transactions on January 8, 2026.
• The transactions involved the conversion of 12,669 Common Units of Intuitive Machines, LLC into an equal number of Class A Common Stock of Intuitive Machines, Inc.
• Concurrently, 12,669 shares of Class C Common Stock were automatically cancelled for no consideration as part of the conversion process.
• Immediately following the conversion, Mr. Altemus sold all 12,669 newly acquired Class A Common Stock shares.
• The Class A shares were sold at a weighted average price of $20.0031 per share, with prices ranging from $20.00 to $20.01.
• The sale was executed under a Rule 10b5-1 trading plan adopted on December 18, 2024.
• Following these transactions, Mr. Altemus directly owns 1,026,402 shares of Class A Common Stock.
• He also directly owns 12,829,544 shares of Class C Common Stock and 12,829,544 Common Units, which are convertible into Class A Common Stock on a one-to-one basis.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While insider selling by a CEO can be a negative signal, the execution under a 10b5-1 plan mitigates some of the immediate negative implications, suggesting a pre-planned liquidity event rather than a reaction to adverse company news. The amount sold is also a small fraction of his total holdings.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned transaction rather than an immediate reaction to market conditions or new information.

Negatives

• A significant insider (CEO, Director, and 10% Owner) sold 12,669 shares of Class A Common Stock, which could be perceived negatively by some investors.

Future Outlook

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

Management Comments

• The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 18, 2024.

Industry Context

This filing details an insider transaction, which is a routine disclosure across all industries. It does not provide information directly related to broader industry trends or competitive landscape beyond the general market perception of insider selling.

Comparison to Industry Standards

• Insider selling, particularly by a CEO, is generally viewed with caution by the market. However, the execution of the sale under a Rule 10b5-1 plan is a standard practice designed to demonstrate that the transaction was pre-planned and not based on material non-public information, which can mitigate some negative investor sentiment.
• Without specific comparable insider sales data from other space exploration or technology companies, a detailed comparative assessment of the transaction's size or timing against industry benchmarks is not feasible based solely on this filing.

Related Party Transactions

• The conversion of Common Units of Intuitive Machines, LLC into Class A Common Stock of Intuitive Machines, Inc. represents a transaction between the reporting person and a related entity (the company's operating subsidiary).

Stakeholder Impact

• Shareholders: May view the CEO's sale of shares with some concern, though the 10b5-1 plan context softens the impact. The sale represents a small portion of his overall beneficial ownership.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific filing.

Key Dates

Recommendation

The filing reports a pre-planned sale of shares by the CEO under a Rule 10b5-1 plan. While insider selling can be a negative signal, the pre-arranged nature suggests a personal liquidity event rather than a lack of confidence in the company's future. The amount sold is relatively small compared to his remaining beneficial ownership, which includes a substantial number of convertible units. Investors should monitor future filings and company performance for more definitive signals.

Keywords

Intuitive Machines, LUNR, insider trading, Form 4, stock sale, CEO, Stephen J. Altemus, 10b5-1 plan, Class A Common Stock, Class C Common Stock, Common Units, beneficial ownership