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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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Intuitive Machines, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Kamal Seyed Ghaffarian 5937 Sunnyslope Drive, Naples, FL, 34119 (301) 486-3150 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/29/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Kamal Seyed Ghaffarian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
38,429,036.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ghaffarian Enterprises, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,041,823.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GM Enterprises, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,241,121.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Intuitive Machines, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
13467 Columbia Shuttle Street, Houston,
TEXAS
, 77059. | |
Item 1 Comment:
This Amendment No. 11 to Schedule 13D (this "Amendment No. 11") 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 5. | Interest in Securities of the Issuer | |
| (a) | 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 160,452,309 shares of Class A Common Stock outstanding as of May 7, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 15, 2026.
Kamal Seyed Ghaffarian
Amount beneficially owned: 38,429,036
Percent of Class: 19.7%
Ghaffarian Enterprises, LLC
Amount beneficially owned: 36,041,823
Percent of Class: 18.7%
GM Enterprises, LLC
Amount beneficially owned: 2,241,121
Percent of Class: 1.4% | |
| (b) | Kamal Seyed Ghaffarian
Sole Voting Power: 146,092
Shared Voting Power: 38,282,944
Sole Dispositive Power: 146,092
Shared Dispositive Power: 38,282,944
Ghaffarian Enterprises, LLC
Sole Voting Power: 0
Shared Voting Power: 36,041,823
Sole Dispositive Power: 0
Shared Dispositive Power: 36,041,823
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) 34,788,176 Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 32,547,055 Common Units are held by Ghaffarian Enterprises, 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) 146,092 shares of Class A Common Stock held directly by Dr. Ghaffarian.
Dr. Ghaffarian is the sole managing member of GM Enterprises, LLC and is the sole trustee of a revocable trust that is the sole member of Ghaffarian Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership. | |
| (c) | In the last 60 days, Ghaffarian Enterprises, LLC sold an aggregate of 709,545 shares of Class A Common Stock in open market transactions on the Nasdaq Stock Market pursuant to the Rule 10b5-1 trading plan adopted on December 4, 2025. Details by date, listing the number of shares of Class A Common Stock disposed of pursuant to the 10b5-1 trading plan and the weighted average price per share, are provided in Annex A. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Annex A
| Date | Aggregate Number of Shares | Weighted Average Price Per Share |
| 05/04/2026 | 141,909 | 92,739 at $24.999; 49,170 at $25.4056 |
| 05/18/2026 | 141,909 | 71,988 at $33.2734; 34,459 at $34.0914; 13,371 at $35.0628; 7,889 at $36.3316; 7,051 at $37.3396; 7,151 at $37.9907 |
| 06/01/2026 | 141,909 | 84,411 at $38.5046; 37,997 at $39.0917; 8,301 at $40.2487; 7,193 at $41.2591; 3,007 at $42.3506; 1,000 at $43.032 |
| 06/15/2026 | 141,909 | 121,809 at $26.0322; 19,334 at $26.857; 766 at $27.7482 |
| 06/29/2026 | 141,909 | 94,899 at $20.2426; 47,010 at $20.8018 |