SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ghaffarian Kamal Seyed

(Last)

(First)

(Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES

34119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Intuitive Machines, Inc. [ LUNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	12/09/2025		J⁽¹⁾		28,135⁽²⁾	D	⁽¹⁾	36,065,357	I	See footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽⁵⁾	12/09/2025		J⁽⁶⁾			28,135	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	28,135	⁽⁶⁾	36,065,357	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Ghaffarian Kamal Seyed

(Last)

(First)

(Middle)

5937 SUNNYSLOPE DRIVE

(Street)

NAPLES

34119

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ghaffarian Enterprises, LLC

(Last)

(First)

(Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE

20852

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GM Enterprises, LLC

(Last)

(First)

(Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE

20852

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Intuitive Machines KG Parent, LLC

(Last)

(First)

(Middle)

801 THOMPSON AVENUE

(Street)

ROCKVILLE

20852

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of Class C Common Stock disposed at par value in connection with disposition of Common Units. The disposition was a distribution pursuant to pre-existing arrangements under a management equity plan for an employee of IBX, LLC, a company wholly-owned by Dr. Ghaffarian, that serves as the innovation and investment firm for his businesses.

2. Upon the redemption of any Common Units, a number of shares of Class C Common Stock equal to the number of Common Units that are redeemed will automatically be cancelled for no consideration.

3. Following the transactions reported herein, represents (i) 2,241,121 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 249,080 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) (x) 33,575,156 Common Units and shares of Class C Common Stock and (y) 3,494,768 shares of Class A Common Stock held of record by Ghaffarian Enterprises, LLC.

4. Kamal Ghaffarian is the sole managing member of GM Enterprises, LLC and Intuitive Machines KG Parent, LLC, and is the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

5. The Common Units may be redeemed for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire.

6. Reflects a transfer of Common Units by Ghaffarian Enterprises, LLC to an entity indirectly controlled by Dr. Ghaffarian.

	Kamal Ghaffarian, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Anna Jones, Attorney-in-Fact	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Director Ghaffarian Kamal Seyed disposed of 28,135 units of Class C Common Stock (SEC Form 4)