Form 4: Intuitive Machines Director and 10% Owner Sells Over 80,000 Shares Through Pre-Arranged Plan

Kamal Seyed Ghaffarian, a Director and 10% owner of Intuitive Machines, Inc., sold 80,508 shares of Class A Common Stock for approximately $970,000 through a pre-arranged trading plan.

Summary

• Kamal Seyed Ghaffarian, a Director and 10% owner of Intuitive Machines, Inc., reported transactions involving the company's securities.
• On July 11, 2025, 80,508 Common Units of Intuitive Machines, LLC were redeemed for an equal number of Class A Common Stock shares.
• Concurrently, 80,508 shares of Class C Common Stock were automatically cancelled for no consideration.
• Following this, 80,508 shares of Class A Common Stock were sold at a weighted average price of $12.0494 per share, totaling approximately $970,000.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Ghaffarian Enterprises, LLC on December 18, 2024.
• The shares were sold in multiple transactions at prices ranging from $12.00 to $12.16.
• After these transactions, Kamal Ghaffarian and related entities (Ghaffarian Enterprises, LLC, GM Enterprises, LLC, and Intuitive Machines KG Parent, LLC) beneficially own 3,494,768 shares of Class A Common Stock and 36,174,000 Common Units/Class C Common Stock.

Sentiment

Score: 5

Explanation: Neutral. While an insider sale can be perceived negatively, the use of a Rule 10b5-1 plan mitigates concerns about opportunistic selling based on non-public information. It represents a routine liquidity event for a significant shareholder rather than a signal of deteriorating company fundamentals.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 plan, indicating it was not based on new, non-public information and is a planned liquidity event.

Negatives

• A significant insider sale of 80,508 shares by a director and 10% owner.

Risks

• Potential negative market perception due to insider selling, even if pre-planned, which could lead to short-term share price volatility.

Future Outlook

No specific forward-looking statements or guidance are provided in this Form 4 filing, as it primarily reports past insider transactions.

Management Comments

• Kamal Ghaffarian disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Industry Context

This Form 4 filing reports an insider transaction and does not provide broader industry context. Insider sales are a routine part of public company operations, especially for founders or early investors seeking liquidity, often managed through Rule 10b5-1 plans to avoid accusations of trading on inside information.

Comparison to Industry Standards

• This document reports an insider transaction and does not contain information suitable for comparison to industry-specific operational or financial benchmarks.
• Insider trading activity is common across all industries, and the use of a Rule 10b5-1 plan aligns with best practices for managing insider sales transparently, similar to how executives at companies like SpaceX or Blue Origin might manage their equity holdings if they were publicly traded.

Stakeholder Impact

• Shareholders: May perceive the insider sale negatively, potentially leading to short-term price volatility, though the 10b5-1 plan mitigates this by indicating a pre-planned, non-discretionary sale.

Next Steps

• No specific future actions or milestones are mentioned in this Form 4 filing beyond the reporting of the completed transactions.

Key Dates

Recommendation

Keywords

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