Form 4: Intuitive Machines Director Kamal Ghaffarian Executes Stock Sale Under 10b5-1 Plan

Director Kamal Ghaffarian and related entities sold 177,734 shares of Intuitive Machines Class A Common Stock at an average price of $7.9314, while also converting Common Units into Class A Common Stock.

Summary

• On November 4, 2024, Kamal Seyed Ghaffarian, a director and 10% owner of Intuitive Machines, Inc. (LUNR), executed transactions involving the company's stock.
• Ghaffarian converted 177,734 Common Units into Class A Common Stock.
• Concurrently, 177,734 shares of Class C Common Stock were cancelled.
• Ghaffarian Enterprises, LLC sold 177,734 shares of Class A Common Stock at a weighted average price of $7.9314, with prices ranging from $7.555 to $8.1150.
• These sales were conducted under a pre-arranged Rule 10b5-1 plan adopted on March 22, 2024.
• Following these transactions, Ghaffarian's beneficial ownership includes shares held directly and indirectly through GM Enterprises, LLC, Intuitive Machines KG Parent, LLC, and Ghaffarian Enterprises, LLC.
• The total holdings include Common Units, Class C Common Stock, and Class A Common Stock.
• Ghaffarian disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The document primarily reports transactions related to stock sales under a pre-arranged plan, which doesn't inherently indicate positive or negative sentiment. The transactions are disclosed as required by regulations.

Risks

• Sales by insiders, even under 10b5-1 plans, can sometimes be perceived negatively by the market.

Industry Context

Insider transactions are routinely monitored by investors as they can provide insights into management's perspective on the company's valuation and future prospects. Rule 10b5-1 plans are often used to mitigate concerns about insider trading, as they are pre-arranged and executed according to a predetermined schedule.

Comparison to Industry Standards

• Comparing Ghaffarian's transactions to those of insiders at similar space exploration companies is difficult without specific data on those companies' insider trading activities.
• However, it's common for executives and major shareholders to utilize 10b5-1 plans to diversify their holdings or manage personal finances.
• The key is whether the volume and frequency of sales are consistent with established plans and don't signal a lack of confidence in the company's future.

Stakeholder Impact

• The stock sale could have a minor impact on shareholder sentiment, depending on how the market interprets the insider selling activity.
• However, because the sale was conducted under a pre-arranged 10b5-1 plan, the impact is likely to be minimal.

Key Dates