Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

X0202 SCHEDULE 13D/A 0001963529 XXXXXXXX LIVE 12 Class A Common Stock 07/02/2026 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 146092.00 38282944.00 146092.00 38282944.00 38429036.00 N 19.7 IN 0001965259 N Ghaffarian Enterprises, LLC OO N MD 0.00 36041823.00 0.00 36041823.00 36041823.00 N 18.7 OO 0001965320 N GM Enterprises, LLC OO N DE 0.00 2241121.00 0.00 2241121.00 2241121.00 N 1.4 OO Class A Common Stock Intuitive Machines, Inc. 13467 Columbia Shuttle Street Houston TX 77059 This Amendment No. 12 to Schedule 13D (this "Amendment No. 12") 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 the 2026 10b5-1 Plan On July 2, 2026, Ghaffarian Enterprises, LLC entered into a trading plan (the "2026 10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the 2026 10b5-1 Trading Plan, a broker dealer will make periodic sales of up to an aggregate of 1,935,568 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 2026 10b5-1 Trading Plan is being entered into solely to generate liquidity for Ghaffarian Enterprises, LLC. Sales under the 2026 10b5-1 Trading Plan will not commence until after the expiration date of any existing plan. The foregoing description of the 2026 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the 2026 10b5-1 Trading Plan, the form of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. Item 7 of the Schedule 13D is hereby amended and supplemented with the following: Exhibit 11: 2026 10b5-1 Trading Plan, entered into on July 2, 2026. Kamal Seyed Ghaffarian /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian 07/07/2026 Ghaffarian Enterprises, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian, Trustee of the Sole Member 07/07/2026 GM Enterprises, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian, Trustee of the Sole Managing Member 07/07/2026