Form 4: Intuitive Machines Director and 10% Owner Reports Significant Stock Transactions Under Pre-Arranged Plan

Kamal Ghaffarian, a Director and 10% owner of Intuitive Machines, Inc., reported both an award of restricted stock units and the sale of Class A Common Stock totaling over $480,000, executed under a pre-arranged trading plan.

Summary

• Kamal Ghaffarian, a Director and 10% owner of Intuitive Machines, Inc. (LUNR), reported changes in his beneficial ownership of company securities.
• On June 5, 2025, Mr. Ghaffarian was awarded 22,978 Restricted Stock Units (RSUs) of Class A Common Stock, which are set to vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting, with receipt deferred until his retirement from the Company's Board of Directors.
• On June 6, 2025, 40,254 Common Units of Intuitive Machines, LLC were converted into an equal number of Class A Common Stock shares.
• Concurrently with the conversion, 40,254 shares of Class C Common Stock were automatically cancelled for no consideration.
• Immediately following the conversion, 40,254 shares of Class A Common Stock were sold by Ghaffarian Enterprises, LLC at a weighted average price of $12.0439 per share, resulting in total proceeds of approximately $484,975.
• These sales were conducted pursuant to a Rule 10b5-1 plan that Ghaffarian Enterprises, LLC adopted on December 18, 2024.
• Following these transactions, beneficial ownership includes 2,241,121 Common Units and Class C Common Stock held by GM Enterprises, LLC; 249,080 Common Units and Class C Common Stock held by Intuitive Machines KG Parent, LLC; and 33,764,307 Common Units and Class C Common Stock, along with 3,494,768 shares of Class A Common Stock, held by Ghaffarian Enterprises, LLC.
• Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC, and disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling by a director and 10% owner. However, the negative impact is mitigated by the fact that the sale was executed under a pre-arranged Rule 10b5-1 plan, which suggests a planned financial move rather than a reaction to adverse company news. The award of RSUs is a positive, but the net effect of the reported transactions is a reduction in direct equity holdings.

Positives

• Award of 22,978 Restricted Stock Units (RSUs) to Director Kamal Ghaffarian, which aligns his long-term interests with the company's performance and shareholder value.
• The sale of Class A Common Stock was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned disposition for financial management rather than a reaction to immediate market conditions or company performance.

Negatives

• A Director and 10% owner, Kamal Ghaffarian, through Ghaffarian Enterprises, LLC, sold 40,254 shares of Class A Common Stock for approximately $484,975.
• Insider selling, even when conducted under a Rule 10b5-1 plan, can sometimes be perceived negatively by the market, potentially leading to concerns about insider confidence or future stock performance.

Risks

• Potential negative market perception due to insider selling by a significant shareholder and director, which could exert downward pressure on the company's stock price.

Future Outlook

The document indicates future vesting of 22,978 Restricted Stock Units for Kamal Ghaffarian, which will occur on the earlier of the first anniversary of the grant date or the date of the next annual meeting. Additionally, the sales of Class A Common Stock were executed under a Rule 10b5-1 plan, suggesting pre-planned future transactions may occur.

Management Comments

• Kamal Ghaffarian, through his attorney-in-fact, signed the filing, indicating compliance with SEC reporting requirements for insider transactions.
• He disclaims beneficial ownership of securities held by the related entities except to the extent of his pecuniary interest therein.

Industry Context

This Form 4 filing is a standard disclosure for insider trading activities in the U.S. equity markets. Such filings provide transparency into how company insiders, including directors and significant shareholders, are managing their equity positions. While insider selling can sometimes signal a lack of confidence, the use of a Rule 10b5-1 plan often suggests a pre-determined financial planning strategy rather than a reaction to immediate company performance or market outlook.

Related Party Transactions

• Kamal Ghaffarian, a Director and 10% owner, is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC.
• Transactions involving Ghaffarian Enterprises, LLC, GM Enterprises, LLC, and Intuitive Machines KG Parent, LLC are considered related-party transactions due to Kamal Ghaffarian's control and beneficial ownership interests.

Stakeholder Impact

• Shareholders: The sale of shares by a significant insider could be interpreted as a signal, potentially influencing investor sentiment and the stock price. The award of RSUs aligns the director's long-term interests with shareholders.

Next Steps

• Vesting of 22,978 Restricted Stock Units (RSUs) for Kamal Ghaffarian on the earlier of the first anniversary of the grant date (June 5, 2026) or the date of the next annual meeting.
• Potential future transactions under the Rule 10b5-1 plan adopted by Ghaffarian Enterprises, LLC.

Key Dates

Recommendation

Keywords

Intuitive Machines, LUNR, SEC Form 4, Insider Trading, Beneficial Ownership, Stock Sale, Restricted Stock Units, Rule 10b5-1 Plan, Kamal Ghaffarian, Director, 10% Owner, Equity Transaction