Ghaffarian Enterprises, LLC 4

What Happened

• Kamal Ghaffarian (reported as a 10% owner) sold a total of 283,818 Intuitive Machines shares in multiple open-market transactions on March 24, 2026. The sales were executed in four tranches: 67,589 shares at a weighted avg $17.80 ($1,202,854), 135,021 shares at $18.59 ($2,509,541), 51,099 shares at $19.70 ($1,006,456), and 30,109 shares at $20.34 ($612,507), totaling approximately $5,331,358.
• The filing also shows the exercise/conversion of 283,818 derivative units on the same date, and a disposition of 283,818 shares to the issuer consistent with the unit-for-share redemption/cancellation mechanics described in the filing (see footnote F1). The open-market sales were carried out under a pre-established Rule 10b5-1 plan (footnote F4).

Key Details

• Transaction date: March 24, 2026; Form 4 filed March 26, 2026 (timely).
• Sale breakdown and values:
  • 67,589 shares @ weighted avg $17.80 = $1,202,854 (prices ranged $17.06–$18.05) (F5)
  • 135,021 shares @ weighted avg $18.59 = $2,509,541 (prices ranged $18.055–$19.05) (F6)
  • 51,099 shares @ weighted avg $19.70 = $1,006,456 (prices ranged $19.06–$20.05) (F7)
  • 30,109 shares @ weighted avg $20.34 = $612,507 (prices ranged $20.06–$20.75) (F8)
• Shares owned after the transactions (reported of record per footnote F2):
  • 35,781,539 Common Units / shares of Class C Common Stock held collectively by affiliated entities (2,241,121 + 249,080 + 33,291,338)
  • 3,494,768 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC
• Notable footnotes:
  • F1: Common Units may be redeemed one-for-one for Class A shares at holder’s discretion; Class C shares are automatically cancelled on redemption.
  • F3: Ghaffarian may be deemed to share beneficial ownership of the reported holdings through affiliated entities but disclaims beneficial ownership except to his pecuniary interest.
  • F4: The sales were effected under a Rule 10b5-1 trading plan adopted Dec 4, 2025.
• Filing timeliness: Form was filed two days after the transactions — appears timely (not marked late).

Context

• The filing shows an exercise/conversion of derivative units followed by immediate sales in the open market, which is a common pattern when insiders convert units to shares and sell rather than retain them. The presence of a Rule 10b5-1 plan indicates the sales were pre-arranged.
• As a reported 10% owner (through affiliated entities), Ghaffarian’s transactions reflect holdings and dispositions at the institutional/ownership level rather than a straightforward executive buy/sell signal. This is a sale (liquidation of converted units), not a purchase — investors typically treat purchases as stronger signals of positive insider sentiment.