Intuitive Machines director $44.5M forward

Michael Blitzer, an Intuitive Machines director, disclosed in a Form 4 filed on May 20 that he entered a prepaid variable share forward contract on May 18 covering 1,608,000 shares of the company’s Class A common stock. The filing says the contract was executed under Rule 144 with an unaffiliated dealer and was marked as a transaction intended to satisfy Rule 10b5-1(c). A separate report on Kamal Seyed Ghaffarian, another Intuitive Machines director and a more-than-10% owner, showed a sale of 141,909 shares earlier in May. Together, the disclosures put two different types of insider transactions in view at the same company within the same month. ### What did Blitzer actually file? The SEC filing says Blitzer entered a “prepaid variable share forward contract” tied to 1,608,000 shares of Intuitive Machines stock on May 18, 2026. The derivative security is listed in Table II of the Form 4 as a “Forward Sale Contract (obligation to sell),” with May 19, 2028 shown as both the exercisable date and expiration date. (sec.gov) PublicNow, which republished the filing, showed the disclosure was distributed via EDGAR on May 21 after being published on May 20. StockTitan’s summary, cited in the source briefing, described the transaction as a $44.5 million prepaid variable forward tied to roughly 1.61 million shares. ### How is a prepaid variable forward different from an ordinary stock sale? (sec.gov) The Form 4 itself identifies Blitzer’s transaction as a derivative contract rather than an open-market sale of common stock. In a prepaid variable forward, the holder receives cash up front and agrees to deliver a variable number of shares later, usually under terms set in the contract; the filing here shows the future settlement date running to May 19, 2028. That means the disclosure is not the same as a simple same-day cash sale in the open market. (publicnow.com) The SEC filing also checked the Rule 10b5-1 box, indicating the transaction was made pursuant to a contract, instruction or written plan intended to satisfy the rule’s affirmative defense conditions. The filing does not, in the excerpt available through EDGAR search results, spell out the pricing bands or final share-delivery formula. ### What did Ghaffarian report? (sec.gov) Kamal Seyed Ghaffarian’s Form 4 shows transactions dated May 4, 2026, not May 18. The filing says he converted 141,909 Class C shares into 141,909 Class A shares and then sold 92,739 shares at $24.999 and 49,170 shares at $25.4056, for combined proceeds of about $3.57 million. The filing also says the sales were made under a Rule 10b5-1 plan. (sec.gov) Daily Political, cited in the source briefing, separately reported that Ghaffarian sold 141,909 shares at an average price of $34.25 for about $4.86 million on May 18. I could verify Blitzer’s transaction directly in the SEC filing, but the SEC filing surfaced for Ghaffarian in this search reflects a May 4 transaction at lower prices, not the May 18 sale described in that secondary report. (sec.gov) ### Why do the dates matter here? May 18, 2026 is the transaction date on Blitzer’s filing, while May 20 and May 21 are the dates when the disclosure appeared through filing and republication channels. Ghaffarian’s verified SEC filing in this search shows May 4 as the transaction date and May 6 as the filing date. Those are different events and should not be conflated. (sec.gov) Intuitive Machines shares closed at $34.24 on May 21, according to market data pages that tracked the stock after the filings. Any later settlement details on Blitzer’s forward, or any additional Ghaffarian sales, would typically appear in future SEC ownership filings. (finviz.com) (sec.gov)