SCHEDULE: Intuitive Machines Insider Plans Share Sales

Ghaffarian Enterprises, LLC has entered into a 10b5-1 trading plan to sell up to 1,935,568 shares of Intuitive Machines, Inc. Class A Common Stock.

Summary

• Ghaffarian Enterprises, LLC, associated with Kamal Seyed Ghaffarian, has established a Rule 10b5-1 trading plan to sell up to 1,935,568 shares of Intuitive Machines, Inc. Class A Common Stock.
• This plan, entered into on July 2, 2026, is designed to generate liquidity for Ghaffarian Enterprises, LLC and aims for broader investment diversification while reducing concentration risk.
• Sales under this new plan will not commence until any existing trading plans expire. The total number of shares to be sold represents less than 2% of the Issuer's outstanding Class A Common Stock.
• The plan is executed through J.P. Morgan Securities LLC (JPMS) and involves the potential tender of Class C shares and exchange of LLC units to acquire the Class A common shares for sale.
• JPMS will handle sales on a best-efforts basis, aiming to minimize market impact and maximize prices, while adhering to Rule 144 and 145 under the Securities Act.
• The plan has a defined sales commencement date (not earlier than the expiration of the existing plan) and a sales end date, with provisions for suspension or termination under specific circumstances.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it details a pre-planned stock sale for liquidity and diversification purposes, which is a standard financial maneuver rather than an indicator of company performance or strategic shift.

Positives

• The establishment of a 10b5-1 plan provides a structured and compliant method for selling shares, mitigating insider trading concerns.
• The plan aims to diversify investments and reduce risk for Ghaffarian Enterprises, LLC.
• Sales are managed by J.P. Morgan Securities LLC, a reputable financial institution, ensuring professional execution.
• The plan is designed to comply with Rule 10b5-1, indicating adherence to regulatory requirements for planned stock sales.

Negatives

• The sale of a significant number of shares by a major holder could potentially put downward pressure on the stock price.
• The need to generate liquidity suggests a potential cash requirement for Ghaffarian Enterprises, LLC.

Risks

• Potential for downward pressure on the stock price due to the planned sale of nearly 2% of outstanding shares.
• Market disruptions, legal, regulatory, or contractual restrictions could prevent or delay sales.
• The plan's effectiveness is contingent on the Issuer's compliance with reporting requirements under the Exchange Act.
• If the Seller does not deposit necessary shares, JPMS may need to borrow shares, incurring potential expenses or losses for the Seller.
• The plan could be terminated or suspended under various conditions, including Issuer actions, market events, or legal restrictions.

Future Outlook

The plan outlines a structured approach for selling up to 1,935,568 shares of Class A Common Stock, with sales commencing after the expiration of any existing plans and terminating on a specified end date or upon completion of sales. The plan is designed to comply with Rule 10b5-1 and is managed by J.P. Morgan Securities LLC.

Management Comments

• The purpose of this Sales Plan is to achieve the investment objectives of broader diversification of investments, while reducing the risk of over concentration in a particular investment.
• Seller acknowledges and agrees that JPMS will handle the above order on a best efforts basis.
• Seller agrees that all orders may be partially executed and will not be treated as an all or none order.
• Seller acknowledges and agrees that Seller does not have authority, influence or control over any sales of Stock effected by JPMS pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales.
• It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Industry Context

StockSavvy.ai notes that the establishment of a Rule 10b5-1 trading plan by a significant holder is a common practice for executives and major investors to diversify holdings or raise liquidity in a compliant manner, especially in the technology and aerospace sectors where stock-based compensation and early-stage investment liquidity are prevalent.

Stakeholder Impact

• Shareholders may experience short-term downward pressure on the stock price due to the planned sale of shares.
• Ghaffarian Enterprises, LLC will gain liquidity and potentially diversify its investment portfolio.
• JPMS will earn commissions and fees for executing the sales plan.

Next Steps

• Sales of Class A Common Stock will commence under the 2026 10b5-1 Trading Plan after the expiration of any existing plan.
• JPMS will effect sales on trading days when the Nasdaq Exchange is open.
• JPMS will notify the Issuer and Seller of each transaction.
• The Issuer will instruct its transfer agent to issue shares for transfer to JPMS.
• The plan will terminate on the earliest of the Sales End Date, completion of sales, termination by Issuer or Seller, dissolution of Seller, or specific corporate events.

Key Dates

Recommendation

This filing indicates a planned sale of shares by a major holder for liquidity and diversification, which is a common and often necessary financial action. It does not provide new information about the company's operational performance or future prospects, thus warranting a 'hold' recommendation pending further operational updates.

Keywords

Intuitive Machines, Schedule 13D, Kamal Seyed Ghaffarian, Ghaffarian Enterprises, LLC, 10b5-1 Plan, Stock Sale, Insider Trading, Liquidity, J.P. Morgan Securities, Class A Common Stock, Rule 144, Rule 10b5-1