05/20/2026 | Press release | Distributed by Public on 05/20/2026 19:45
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract (obligation to sell) | (1)(2) | 05/18/2026 | J/K(1)(2) | 1,608,000 | 05/19/2028(1)(2) | 05/19/2028(1)(2) | Class A common stock | 1,608,000(1)(2) | (1)(2) | 1,608,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BLITZER MICHAEL C/O INTUITIVE MACHINES, INC. 13467 COLUMBIA SHUTTLE STREET HOUSTON, TX 77059 |
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| /s/ Michael Blitzer | 05/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares. |
| (2) | The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract. |