BLITZER MICHAEL 4

What Happened

• Michael Blitzer, a director of Intuitive Machines (LUNR), executed a prepaid variable share forward contract on May 18, 2026 covering 1,608,000 Class A shares. In exchange for the agreement, he received approximately $44.5 million in cash up front. The Form 4 reports the transaction as code J (other acquisition/disposition) because it’s a derivative monetization, not a simple open-market sale.
• The contract is expected to settle in May 2028. The exact number of shares to be delivered (or cash paid in lieu) at settlement will be determined by the volume-weighted average price on the valuation date (the Settlement Price) and will not exceed 1,608,000 shares.

Key Details

• Transaction date: May 18, 2026; Filing date: May 20, 2026 (timely within the Form 4 window).
• Upfront cash received: ~ $44.5 million.
• Shares subject to contract (Maximum Number): 1,608,000.
• Settlement mechanics (per filing): if Settlement Price ≤ $31.2541 (Floor), Blitzer will deliver the full 1,608,000 shares; if Floor < Settlement Price ≤ $40.3279 (Cap), a variable number of shares will be delivered; if Settlement Price > Cap, a minimum of 1,246,200 shares will be delivered but not more than 1,608,000. Expected settlement date: May 19, 2028.
• Beneficial ownership and voting rights: Blitzer retains beneficial ownership and voting rights of the Subject Shares unless and until he elects to physically settle the contract.
• Transaction code: J (other acquisition/disposition); Rule 144 transaction noted in filing.
• Shares owned after transaction: not specified in the filing; beneficial ownership retained pending settlement.

Context

• A prepaid variable forward is a common way for insiders to monetize shares now while deferring final share delivery until a later settlement date; it is different from an outright sale or purchase. Because Blitzer retains beneficial ownership and voting rights until physical settlement, this filing does not represent an immediate change in voting control.
• This is not a typical buy (bullish) signal nor a simple sale; it’s a financing/monetization arrangement that provides liquidity to the insider while capping exposure via the floor and cap terms.