SCHEDULE 13D/A: Major Shareholder Kamal Ghaffarian Updates Stake in Intuitive Machines, Details Unit Transfer

Kamal Seyed Ghaffarian and affiliated entities have updated their beneficial ownership in Intuitive Machines, Inc., reflecting a slight decrease in percentage due to a unit transfer for employee equity.

Summary

• Kamal Seyed Ghaffarian and his affiliated entities (Ghaffarian Enterprises, LLC, Intuitive Machines KG Parent, LLC, and GM Enterprises, LLC) collectively beneficially own 40,058,234 shares of Intuitive Machines, Inc. Class A Common Stock.
• This aggregate ownership represents 26.3% of the outstanding Class A Common Stock, based on 115,725,043 shares outstanding as of March 18, 2025.
• The reported securities include 36,496,032 Common Units, which are redeemable for Class A Common Stock on a one-to-one basis, 3,494,768 shares of Class A Common Stock held directly by Ghaffarian Enterprises, LLC, and 67,434 shares held directly by Dr. Ghaffarian.
• On March 31, 2025, Intuitive Machines KG Parent, LLC transferred 1,292,729 Common Units to an entity indirectly controlled by Dr. Ghaffarian.
• These transferred units were subsequently distributed under a pre-existing management equity plan for employees of IBX, LLC, a company wholly-owned by Dr. Ghaffarian.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing is a routine ownership update. The unit transfer for an employee equity plan is generally seen as a positive for employee retention and alignment, though it slightly adjusts the reporting person's stake.

Positives

• The distribution of units under a management equity plan could align employee incentives with company performance and foster long-term value creation.

Negatives

• The transfer of units, while for a management equity plan, results in a slight dilution of the reporting person's overall percentage ownership.

Future Outlook

NA

Industry Context

This filing is a routine update on beneficial ownership by a significant shareholder in Intuitive Machines, Inc., a company operating in the space exploration and lunar lander industry. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Intuitive Machines KG Parent, LLC transferred 1,292,729 Common Units to an entity indirectly controlled by Dr. Ghaffarian, who is the sole trustee of the sole member/managing member of the reporting entities. These units were then distributed under a management equity plan for employees of IBX, LLC, a company wholly-owned by Dr. Ghaffarian.

Stakeholder Impact

• Shareholders: Slight dilution from the unit transfer, but the overall ownership structure remains stable with a significant insider stake. The distribution to employees via an equity plan could foster long-term value creation.
• Employees: Beneficiaries of the management equity plan, which aligns their interests with the company's performance.

Key Dates

Recommendation

Keywords

Intuitive Machines, IM, Kamal Ghaffarian, Schedule 13D, Beneficial Ownership, Class A Common Stock, SEC Filing, Equity Plan, Space Exploration, Aerospace