Form 4: Intuitive Machines Director Sells Shares

Kamal Ghaffarian, a Director and 10% owner of Intuitive Machines, Inc., reported transactions involving Class A and Class C Common Stock, including sales made under a Rule 10b5-1 plan.

Summary

• Kamal Ghaffarian, a Director and 10% owner of Intuitive Machines, Inc. (LUNR), has reported a series of transactions.
• These transactions include the acquisition of 141,909 Common Units and the cancellation of an equal number of Class C Common Stock shares.
• Additionally, Ghaffarian Enterprises, LLC, an entity where Kamal Ghaffarian has beneficial ownership, sold a total of 141,909 shares of Class A Common Stock.
• These sales were executed under a Rule 10b5-1 trading plan adopted on December 4, 2025.
• The sales occurred on June 29, 2026, with a weighted average price for some transactions ranging from $19.63 to $20.62, and for others from $20.63 to $21.25.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as slightly negative due to significant insider selling, even though it was conducted under a Rule 10b5-1 plan. The volume of shares sold by entities associated with a director and 10% owner warrants caution.

Positives

• The transactions were conducted under a Rule 10b5-1 plan, indicating pre-planned and potentially less market-sensitive sales.
• Kamal Ghaffarian retains significant beneficial ownership of Intuitive Machines, Inc. securities, with substantial holdings remaining after the reported transactions.

Negatives

• Significant sales of Class A Common Stock by entities associated with a key insider (Director and 10% owner) could be perceived negatively by the market.
• The sales represent a notable number of shares, potentially indicating a reduction in direct insider confidence or a need for liquidity.

Risks

• The sales, even if under a 10b5-1 plan, could be interpreted by the market as a signal of reduced confidence by a key insider.
• Future sales under the 10b5-1 plan could continue to put downward pressure on the stock price.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Industry Context

StockSavvy.ai notes that insider selling, particularly under a Rule 10b5-1 plan, is a common occurrence in the technology and aerospace sectors. While such plans are designed to mitigate insider trading concerns, significant sales by directors or 10% owners can still influence market perception and stock price, especially for companies in growth phases or with volatile trading histories.

Related Party Transactions

• Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC. This establishes a related party relationship for beneficial ownership reporting.

Stakeholder Impact

• Shareholders: May view the insider sales negatively, potentially impacting share price. However, the use of a 10b5-1 plan may mitigate concerns about non-public information.
• Management: The sales by a director and 10% owner could be seen as a signal, though the pre-planned nature of the sales is a mitigating factor.
• Creditors: No direct impact indicated.

Next Steps

• The reporting persons are obligated to provide detailed pricing information upon request from the Issuer, security holders, or the SEC staff.

Key Dates

Recommendation

While the insider sales are a point of concern, the fact that they were executed under a Rule 10b5-1 plan suggests a pre-determined strategy rather than a reaction to adverse non-public information. The company's overall prospects and the remaining insider holdings would need further analysis to justify a stronger recommendation. Therefore, a 'hold' position is prudent, pending more information.

Keywords

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