Ghaffarian Enterprises, LLC 4

What Happened

• Kamal Seyed Ghaffarian, a reported 10% owner of Intuitive Machines, exercised/converted 141,909 Common Units into shares and sold all 141,909 resulting shares in open-market transactions on April 6, 2026. The sales were executed in two blocks: 102,945 shares at a weighted average price of $23.03 (proceeds $2,370,319) and 38,964 shares at a weighted average price of $23.65 (proceeds $921,596), for total gross proceeds of approximately $3,291,915. The conversion and cancellation actions tied to the Common Units are recorded as dispositions to the issuer (see footnotes).

Key Details

• Transaction date: April 6, 2026. Form 4 filed April 8, 2026 (timely).
• Sales: 102,945 shares @ weighted avg $23.03 (range $22.39–$23.38) and 38,964 shares @ weighted avg $23.65 (range $23.39–$24.07). Total proceeds ≈ $3.29M.
• Conversion/exercise: 141,909 Common Units were converted/exercised into shares; an equal number of Class C shares were automatically cancelled per the issuer’s unit redemption rules (footnote F1).
• Shares owned after transaction: see footnote F2 — holdings remain substantial via affiliated entities (e.g., Ghaffarian Enterprises, LLC holds 33,149,429 Common Units/Class C and 3,494,768 Class A shares; other affiliated entities hold additional units).
• Footnotes: Sales were effected pursuant to a Rule 10b5-1 plan adopted Dec 4, 2025 (F4). Reporting person disclaims direct beneficial ownership except to extent of pecuniary interest (F3).
• Filing timeliness: Not marked late; Form 4 filed within standard reporting window.

Context

• This was effectively a cash sale following conversion of LLC/Common Units into public shares — a common, non-pecuniary corporate-structure-driven transaction rather than a direct open-market buy signal. Because Ghaffarian is a 10% owner and holds securities through affiliated entities, these trades reflect institutional/holder liquidity and exercised conversion mechanics rather than an individual executive’s opportunistic sale.