Welcome to our dedicated page for Airjoule Technologies SEC filings (Ticker: AIRJ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
AirJoule Technologies Corporation filings document an emerging growth technology company developing the AirJoule water-from-air platform, including its Class A common stock and warrants, operating results, and commercialization updates. Form 8-K reports cover quarterly and annual results, technology validation, product development, strategic partnerships, and material agreements related to equity financing.
Proxy and governance filings cover annual-meeting proposals, director elections, auditor ratification, board composition, committee assignments, non-employee director compensation, and executive equity awards under the 2024 Incentive Award Plan. Offering-related disclosures address Class A common stock sales, shelf registration use, capital-structure changes, and related governance context.
AirJoule Technologies Corporation amends its registration to register 18,532,361 shares of Class A common stock issuable upon exercise of outstanding warrants. The prospectus also registers the resale of 46,078,053 shares and 5,874,765 warrants by selling securityholders.
The filing states the Company would receive up to $213.1 million if all Warrants are cash-exercised at the $11.50 exercise price, but notes the June 1, 2026 closing price of $5.20 leaves the Warrants currently out-of-the-money. The registration is a shelf resale registration; proceeds from sales by Selling Securityholders will go to those holders, not the Company.
AirJoule Technologies Corporation converted a prior Form S-1 into a Form S-3 post-effective amendment to register shares for resale by selling securityholders. The prospectus registers 3,494,054 shares for resale by B. Riley Principal Capital II and 3,724,874 shares for resale by PIPE investors.
The company will not receive proceeds from PIPE resales but may receive up to $27.1 million aggregate gross proceeds under a committed equity Purchase Agreement with B. Riley (original commitment $30.0 million), subject to limits, VWAP-based pricing, Nasdaq caps and other conditions. The filing discloses outstanding shares of 72,294,398 as of June 1, 2026 and a closing price of $5.20 on that date.
AirJoule Technologies Corp. director Murphy Thomas Edward reported compensation-related equity activity. He exercised derivative awards covering 25,487 shares of Class A Common Stock, increasing his direct common stock holdings to 57,437 shares after the transaction. He also received a new grant of 30,227 Restricted Stock Units (RSUs), each representing a right to one share of common stock.
The RSUs that were exercised had vested on May 28, 2026, while the newly granted 30,227 RSUs will vest on the earlier of May 28, 2027 or the date of the company’s next annual shareholders’ meeting. No open‑market purchases or sales were reported in this filing.
AirJoule Technologies Corp. director Sterling Denise Marie Brucia increased her equity stake through stock-based compensation. On May 28, 2026, 25,487 restricted stock units vested and were exercised into 25,487 shares of Class A common stock, which she now holds directly.
On the same date, she received a new grant of 30,227 restricted stock units, each representing the right to receive one share of common stock. These new units vest on the earlier of May 28, 2027 and the date of the company’s next annual shareholders’ meeting.
AirJoule Technologies Corp. director and 10% owner Porter Stuart D reported compensation-related equity activity. On May 28, 2026, he exercised 28,037 Restricted Stock Units into the same number of Class A Common shares at $0.00 per share, bringing his direct holding to 804,916 Class A shares.
He also received a new grant of 30,227 Restricted Stock Units, which vest on the earlier of May 28, 2027 and the next annual shareholders' meeting. Separately, entities associated with him, including Three Curve Capital LP, held 18,755,774 Class A shares indirectly as of that date, with beneficial ownership disclaimed except for any pecuniary interest.
AirJoule Technologies director Ajay Agrawal reported compensation-related equity activity with no share sales. He exercised 28,037 Restricted Stock Units into Class A Common Stock at a stated price of $0.00 per share, bringing his direct common stock holdings to 33,437 shares.
Agrawal also received a new grant of 30,227 Restricted Stock Units, each representing a contingent right to one share of common stock. These units vest on the earlier of May 28, 2027 and the date of the company’s next annual shareholders’ meeting, indicating ongoing equity-based compensation rather than open-market trading.
AirJoule Technologies director Marwa Zaatari reported compensation-related equity activity rather than open-market trading. On May 28, 2026, Zaatari exercised 28,037 restricted stock units into the same number of Class A common shares at no cash price, increasing direct share ownership to 33,437 shares.
On the same date, Zaatari received a new grant of 30,227 restricted stock units, each representing a contingent right to one share of common stock. These new units vest on the earlier of May 28, 2027 or the next annual shareholders’ meeting, indicating ongoing equity-based compensation rather than a change in market sentiment.
AirJoule Technologies Corporation is raising capital through a registered direct offering of 3,658,536 shares of Class A common stock at $4.10 per share. The transaction is expected to generate approximately $15.0 million in gross proceeds and about $14.2 million in net proceeds.
The company plans to use the funds to commercialize its AirJoule Core and Prime systems and for general corporate purposes, and expects the offering to fully fund operations into 2028 when combined with existing cash. At the same time, shareholders elected two Class II directors and ratified Deloitte & Touche LLP as the independent auditor for 2026.
AirJoule Technologies Corporation is conducting a registered direct primary offering of 3,658,536 shares of Class A common stock at $4.10 per share, with delivery expected on or about June 1, 2026. The offering is being placed on a best efforts basis by Titan Partners Group LLC as sole placement agent and is expected to provide approximately $14.2 million of net proceeds to the company, which it intends to use to commercialize its AirJoule Core and AirJoule Prime systems and for general corporate purposes. The as‑issued share count after the offering is stated as 72,294,398 shares of Class A common stock, based on 68,472,740 shares outstanding as of May 28, 2026. The prospectus supplement lists reserved and potentially issuable shares, including 6,298,128 shares reserved under the incentive plan, 2,189,676 shares issuable on outstanding options, milestone issuances, and 21,557,596 shares issuable upon exercise of public and private placement warrants.
AirJoule Technologies reported a sharp swing to a net loss of $49.8 million for the quarter ended March 31, 2026, compared with net income of $14.9 million a year earlier, or $(0.74) per basic share versus $0.27.
The loss was driven mainly by a $63.1 million equity loss from its 50/50 joint venture with GE Vernova after the JV recorded a $110.3 million in-process R&D impairment and $76.1 million goodwill impairment. Core operating expenses remained modest, with general and administrative costs of $3.3 million and research and development of $0.2 million.
Liquidity improved through equity financing: AirJoule raised $22.1 million of net proceeds from a January 2026 public offering of 7.1 million Class A shares at $3.25, ending the quarter with $31.1 million in cash, cash equivalents and restricted cash and working capital of $31.4 million. The company contributed $10.0 million to the AirJoule JV in the quarter and has a remaining JV capital commitment of $67.3 million.
Management expects operating losses and negative operating cash flows to increase as it develops its technology and commercialization efforts but believes existing cash and prior financings can fund the current business plan, including JV funding, for at least twelve months. The company also disclosed a material weakness in internal control over financial reporting related to complex, non‑routine transactions and has begun remediation efforts.