SCHEDULE 13D/A: Intuitive Machines Chairman Pledges Millions in Shares for Personal Credit Facility Amidst Recent Insider Sales

Intuitive Machines Chairman Dr. Kamal Ghaffarian has pledged 3.49 million shares of Class A common stock as collateral for a personal credit facility, while an affiliated entity recently sold over 240,000 shares.

Summary

• Dr. Kamal Ghaffarian, Chairman of the Board of Directors of Intuitive Machines, Inc., and his affiliate Ghaffarian Enterprises, LLC, entered into a Secured Margin Line of Credit Agreement with JPMorgan Chase Bank, N.A. on June 11, 2025.
• As security for this credit facility, an aggregate of 3,494,768 shares of Intuitive Machines Class A Common Stock (Pledged Shares) beneficially owned by the Borrower were pledged.
• The pledge required specific pre-approval from the Company's Compliance Officer, as per Intuitive Machines' Insider Trading Compliance Policy and Procedures.
• Dr. Ghaffarian warranted that the number of Pledged Shares does not exceed 10% of his total beneficially owned shares, and the aggregate loan amount would not exceed 10% of the fair market value of his total beneficially owned shares, nor 5% of his net worth.
• He also represented that the Borrower has the financial resources and ability to repay all amounts under the Credit Facility when due without recourse to the Pledged Shares.
• Ghaffarian Enterprises, LLC sold an aggregate of 241,524 shares of Class A Common Stock in open market transactions on the Nasdaq Stock Market between May 13, 2025, and June 6, 2025, pursuant to a Rule 10b5-1 trading plan adopted on December 18, 2024.
• Dr. Ghaffarian beneficially owns 39,872,390 shares of Class A Common Stock, representing 26.0% of the 117,330,851 shares outstanding as of May 8, 2025.

Sentiment

Score: 4

Explanation: The pledging of a significant number of shares by the Chairman and recent insider sales, even for personal financial management, can create a perception of potential future selling pressure or liquidity needs, which is generally viewed with caution by investors.

Positives

• Dr. Ghaffarian explicitly stated that the borrower has sufficient financial resources to repay the credit facility without needing to liquidate the pledged shares.
• The pledged shares (3,494,768 shares) represent less than 10% of Dr. Ghaffarian's total beneficially owned shares, indicating a limited portion of his overall holdings is at risk.
• The aggregate loan amount is stated to not exceed 10% of the fair market value of Dr. Ghaffarian's total beneficially owned shares and not exceed 5% of his net worth, suggesting a conservative leverage ratio for the individual.
• Voting rights and rights to receive dividends or distributions with respect to the pledged shares will remain with Ghaffarian Enterprises, LLC unless an event of default occurs.

Negatives

• The pledging of a significant number of shares (3.49 million) by a key insider, even for personal reasons, can be perceived negatively by the market as a potential overhang.
• Recent sales of 241,524 shares by Ghaffarian Enterprises, LLC, an affiliate of the Chairman, in open market transactions over a short period (May 13 to June 6, 2025) could signal a desire for liquidity from a major shareholder.

Risks

• Potential for forced liquidation of the 3,494,768 pledged shares if an event of default occurs under the Secured Margin Line of Credit Agreement, which could put downward pressure on the stock price.
• Risk of violating the Company's Trading Policy and U.S. federal securities laws if a liquidation of pledged shares occurs while Dr. Ghaffarian is in possession of material nonpublic information.

Future Outlook

The document primarily details a past event (entry into a credit facility and share sales) and does not provide forward-looking statements or guidance regarding the company's operations or financial performance. It does, however, outline Dr. Ghaffarian's commitment to ensure liquidation of pledged shares only occurs in compliance with company policy and securities laws.

Management Comments

• "The undersigned, Dr. Kamal Ghaffarian, Chairman of the Board of Directors of Intuitive Machines, Inc. (the Company) proposes to enter into a credit facility... and to pledge as security... 3,494,768 shares... of Class A common stock."
• "The number of Pledged Shares does not exceed 10% of the total shares of Common Stock beneficially owned by the undersigned."
• "Assuming the borrowing of all amounts available under the Credit Facility, the aggregate loan amount would not exceed 10% of the fair market value of the total shares of Common Stock beneficially owned by the undersigned... and would not exceed 5% of the undersigneds net worth."
• "The Borrower has the financial resources and ability to repay all amounts under the Credit Facility when due without recourse to the Pledged Shares."
• "The undersigned agrees to take such action under the Credit Facility as may be necessary to ensure that a liquidation of Pledged Shares does not occur, except in compliance with the Companys Trading Policy and applicable rules and regulations of the U.S. federal securities laws (and not, for clarity, at any time when the undersigned is in possession of material nonpublic information with respect to the Company)."

Industry Context

This filing is specific to an insider's personal financial arrangements and does not directly relate to broader industry trends or competitors. However, Intuitive Machines operates in the space exploration and lunar lander industry, which is characterized by high capital expenditure and significant government contracts, making insider financial stability and commitment potentially relevant to investor confidence.

Comparison to Industry Standards

• This filing concerns an individual insider's financial arrangements and does not contain company-specific operational or financial results that can be directly compared to industry benchmarks or specific comparable companies/projects.
• The pledging of shares by a founder/chairman is not uncommon across industries, but the specific terms and the individual's net worth relative to the loan amount are personal financial details not typically benchmarked against industry standards.

Corporate Governance

Related Party Transactions

• Dr. Kamal Ghaffarian, Chairman of the Board, and his affiliate Ghaffarian Enterprises, LLC, entered into a Secured Margin Line of Credit Agreement with JPMorgan Chase Bank, N.A., pledging 3,494,768 shares of Intuitive Machines Class A Common Stock as collateral. This constitutes a related party transaction due to Dr. Ghaffarian's position.

Stakeholder Impact

• **Shareholders:** Potential for increased selling pressure if the pledged shares are liquidated due to a default, though Dr. Ghaffarian asserts financial capacity to avoid this. Recent insider sales may also be perceived negatively, potentially impacting investor sentiment.
• **Company (Intuitive Machines, Inc.):** The company's Insider Trading Compliance Policy and Procedures are being applied, ensuring proper oversight of insider transactions. The company acknowledged and agreed to the pledge, indicating awareness and approval of the transaction.

Next Steps

• Adherence to the terms of the Secured Margin Line of Credit Agreement by Ghaffarian Enterprises, LLC.
• Compliance with Intuitive Machines' Insider Trading Compliance Policy and Procedures regarding any future transactions involving the pledged shares, particularly to avoid liquidation when in possession of material nonpublic information.

Key Dates

Keywords

Intuitive Machines, Kamal Ghaffarian, SEC filing, Schedule 13D/A, share pledge, credit facility, insider trading policy, beneficial ownership, stock sales, corporate governance