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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001963529 XXXXXXXX LIVE 10 Class A Common Stock 12/04/2025 false 0001844452 46125A100 Intuitive Machines, Inc. 13467 Columbia Shuttle Street Houston TX 77059 Kamal Seyed Ghaffarian (301) 486-3150 5937 Sunnyslope Drive Naples FL 34119 0001963529 N Kamal Seyed Ghaffarian OO N X1 123114.00 39588260.00 123114.00 39588260.00 39711374.00 N 25.6 IN 0001965259 N Ghaffarian Enterprises, LLC OO N MD 0.00 37098059.00 0.00 37098059.00 37098059.00 N 24.3 OO 0001965283 N Intuitive Machines KG Parent, LLC OO N DE 0.00 249080.00 0.00 249080.00 249080.00 N 0.2 OO 0001965320 N GM Enterprises, LLC OO N DE 0.00 2241121.00 0.00 2241121.00 2241121.00 N 1.8 OO Class A Common Stock Intuitive Machines, Inc. 13467 Columbia Shuttle Street Houston TX 77059 This Amendment No. 10 to Schedule 13D (this "Amendment No. 10") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 8, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Intuitive Machines, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended and supplemented with the following: Entry into 10b5-1 Plan On December 4, 2025, Ghaffarian Enterprises, LLC entered into a trading plan (the "10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the 10b5-1 Trading Plan, a broker dealer will make periodic sales of up to an aggregate of 1,986,732 shares of Class A Common Stock on behalf of Ghaffarian Enterprises, LLC. Such number of shares represents less than 2% of the total outstanding shares of Class A Common Stock of the Issuer. The 10b5-1 Trading Plan is being entered into solely to generate liquidity for Ghaffarian Enterprises, LLC. The foregoing description of 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the 10b5-1 Trading Plan, the form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following: The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons based on 119,319,784 shares of Class A Common Stock outstanding as of November 10, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2025. Kamal Seyed Ghaffarian Amount beneficially owned: 39,711,374 Percent of Class: 25.6% Ghaffarian Enterprises, LLC Amount beneficially owned: 37,098,059 Percent of Class: 24.3% Intuitive Machines KG Parent, LLC Amount beneficially owned: 249,080 Percent of Class: 0.2% GM Enterprises, LLC Amount beneficially owned: 2,241,121 Percent of Class: 1.8% Kamal Seyed Ghaffarian Sole Voting Power: 123,114 Shared Voting Power: 39,588,260 Sole Dispositive Power: 123,114 Shared Dispositive Power: 39,588,260 Ghaffarian Enterprises, LLC Sole Voting Power: 0 Shared Voting Power: 37,098,059 Sole Dispositive Power: 0 Shared Dispositive Power: 37,098,059 Intuitive Machines KG Parent, LLC Sole Voting Power: 0 Shared Voting Power: 249,080 Sole Dispositive Power: 0 Shared Dispositive Power: 249,080 GM Enterprises, LLC Sole Voting Power: 0 Shared Voting Power: 2,241,121 Sole Dispositive Power: 0 Shared Dispositive Power: 2,241,121 The securities reported herein include (i) 36,093,492 Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 33,603,291 Common Units are held by Ghaffarian Enterprises, LLC, 249,080 Common Units are held by Intuitive Machines KG Parent, LLC and 2,241,121 Common Units are held by GM Enterprises, LLC; (ii) 3,494,768 shares of Class A Common Stock held directly by Ghaffarian Enterprises, LLC; and (iii) 123,114 shares of Class A Common Stock held directly by Dr. Ghaffarian. Dr. Ghaffarian is the sole trustee of a revocable trust, which is the sole member of Ghaffarian Enterprises, LLC and the sole managing member of Intuitive Machines KG Parent, LLC, and GM Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership. Other than as described in Item 4 herein, the Reporting Persons have not effected any transactions in the Class A Common Stock during the past 60 days. None. Not applicable. Item 7 of the Schedule 13D is hereby amended and supplemented with the following: Exhibit 10: 10b5-1 Trading Plan, dated as of December 4, 2025. Kamal Seyed Ghaffarian /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian 12/08/2025 Ghaffarian Enterprises, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian/Trustee of the Sole Member 12/08/2025 Intuitive Machines KG Parent, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian/Trustee of the Sole Managing Member 12/08/2025 GM Enterprises, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian/Trustee of the Sole Managing Member 12/08/2025