Intuitive Machines (LUNR)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2025-12-19 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: Intuitive Machines, Inc. (LUNR) CIK: 0001844452 --- Reporting Owner --- Name: Crain Timothy Price II CIK: 0001963498 Role: Officer (SVP and Chief Growth Officer), 10%+ Owner --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2025-12-19 | Code: M (Exercise of derivative) Shares: +42,944 Shares Owned After: 448,435 | Ownership: D (Direct) Footnotes: [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [Transaction #2] Security: Class C Common Stock Date: 2025-12-19 | Code: D (Sale to issuer) Shares: -42,944 Shares Owned After: 9,420,615 | Ownership: D (Direct) Footnotes: [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [Transaction #3] Security: Class A Common Stock Date: 2025-12-19 | Code: S (Open market sale) Shares: -8,741 | Price: $12.06 Total Value: $105,440.06 Shares Owned After: 439,694 | Ownership: D (Direct) Footnotes: [F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. [F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.72 to $12.71, inclusive. The reporting person undertakes 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. [Transaction #4] Security: Class A Common Stock Date: 2025-12-19 | Code: S (Open market sale) Shares: -24,986 | Price: $13.20 Total Value: $329,840.19 Shares Owned After: 414,708 | Ownership: D (Direct) Footnotes: [F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. [F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.73 to $13.72, inclusive. The reporting person undertakes 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. [Transaction #5] Security: Class A Common Stock Date: 2025-12-19 | Code: S (Open market sale) Shares: -57,473 | Price: $14.19 Total Value: $815,392.44 Shares Owned After: 357,235 | Ownership: D (Direct) Footnotes: [F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. [F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.73 to $14.72, inclusive. The reporting person undertakes 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. [Transaction #6] Security: Class A Common Stock Date: 2025-12-19 | Code: S (Open market sale) Shares: -58,800 | Price: $15.00 Total Value: $881,741.28 Shares Owned After: 298,435 | Ownership: D (Direct) Footnotes: [F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. [F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.73 to $15.04, inclusive. The reporting person undertakes 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. [Transaction #7] Security: Class A Common Stock Date: 2025-12-22 | Code: M (Exercise of derivative) Shares: +200,000 Shares Owned After: 498,435 | Ownership: D (Direct) Footnotes: [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [Transaction #8] Security: Class C Common Stock Date: 2025-12-22 | Code: D (Sale to issuer) Shares: -200,000 Shares Owned After: 9,220,615 | Ownership: D (Direct) Footnotes: [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [Transaction #9] Security: Class A Common Stock Date: 2025-12-22 | Code: S (Open market sale) Shares: -200,000 | Price: $16.04 Total Value: $3,207,280.00 Shares Owned After: 298,435 | Ownership: D (Direct) Footnotes: [F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. [F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.15, inclusive. The reporting person undertakes 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. --- Derivative Transactions --- [Transaction #1] Security: Common Units Date: 2025-12-19 | Code: M (Exercise of derivative) Shares: -42,944 Shares Owned After: 9,420,615 | Ownership: D (Direct) Footnotes: [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [Transaction #2] Security: Common Units Date: 2025-12-22 | Code: M (Exercise of derivative) Shares: -200,000 Shares Owned After: 9,220,615 | Ownership: D (Direct) Footnotes: [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. [F2] The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. --- Footnotes (Complete Index) --- F1: The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on September 16, 2025. F2: The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. 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. F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.72 to $12.71, inclusive. The reporting person undertakes 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. F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.73 to $13.72, inclusive. The reporting person undertakes 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. F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.73 to $14.72, inclusive. The reporting person undertakes 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. F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.73 to $15.04, inclusive. The reporting person undertakes 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. F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.15, inclusive. The reporting person undertakes 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. --- Signature --- /s/ /s/ Steven Vontur, Attorney-in-Fact (2025-12-23)