STOCK TITAN

AirJoule Technologies (NASDAQ: AIRJ) CLO details RSUs, options and stock on Form 3

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

AirJoule Technologies Corp. Chief Legal Officer Chad MacDonald filed an initial ownership report showing equity interests in the company. He directly holds 28,262 shares of Class A Common Stock plus multiple equity awards, including restricted stock units, performance-based RSUs, and stock options.

The filing lists 164,063 restricted stock units and 69,375 additional restricted stock units, along with 52,570 and 13,380 performance restricted stock units that may cliff vest based on multi‑year performance conditions through 2027 and 2028. He also holds stock options for 243,579 underlying shares at an exercise price of $10.23 per share expiring in 2034. Several RSU awards vest in annual installments beginning in 2026 and 2027, each representing a contingent right to receive one share of Class A Common Stock.

Positive

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Insider MacDonald Chad
Role Chief Legal Officer
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Stock Options -- -- --
holding Restricted Stock Units -- -- --
holding Performance Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Performance Restricted Stock Units -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 69,375 shares (Direct, null); Stock Options — 243,579 shares (Direct, null); Performance Restricted Stock Units — 13,380 shares (Direct, null); Class A Common Stock — 28,262 shares (Direct, null)
Footnotes (1)
  1. The restricted stock units vest in three equal annual installments beginning on June 6, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The stock option is vested with respect to 106,565 shares and will vest with respect to the remaining shares in substantially similar quarterly installments through June 6, 2028. The restricted stock units vest in two substantially equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The performance restricted stock units are eligible to cliff vest following the conclusion of the three-year performance period ending December 31, 2027. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock based on the Issuer's average closing stock price over the final 120 trading days of the performance period achieving certain price thresholds. The amount reported herein represents the target amount under the award. The restricted stock units vest in three equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The performance restricted stock units are eligible to cliff vest following the conclusion of a performance period ending December 31, 2028, based on the Issuer's absolute annualized total shareholder return over the performance period achieving certain thresholds. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The amount reported herein represents the target amount under the award.
Direct common shares 28,262 shares Class A Common Stock held directly after reporting
RSUs grant 164,063 units Restricted Stock Units representing contingent rights to common shares
Additional RSUs 69,375 units Restricted Stock Units vesting in three equal annual installments from 2027
Performance RSUs 2027 period 52,570 units Target amount for PRSUs with performance period ending December 31, 2027
Performance RSUs 2028 period 13,380 units Target amount for PRSUs with performance period ending December 31, 2028
Stock options 243,579 shares Underlying shares subject to options at $10.23 exercise price, expiring 2034
Option exercise price $10.23/share Exercise price for stock options expiring June 6, 2034
Restricted Stock Units financial
"The restricted stock units vest in three equal annual installments beginning on June 6, 2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Restricted Stock Units financial
"The performance restricted stock units are eligible to cliff vest following the conclusion of the three-year performance period ending December 31, 2027."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
cliff vest financial
"The performance restricted stock units are eligible to cliff vest following the conclusion of the three-year performance period ending December 31, 2027."
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
stock option financial
"The stock option is vested with respect to 106,565 shares and will vest with respect to the remaining shares in substantially similar quarterly installments through June 6, 2028."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
absolute annualized total shareholder return financial
"based on the Issuer's absolute annualized total shareholder return over the performance period achieving certain thresholds."
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number:3235-0104
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hours per response:0.5
1. Name and Address of Reporting Person*
MacDonald Chad

(Last)(First)(Middle)
C/O AIRJOULE TECHNOLOGIES CORPORATION
34361 INNOVATION DRIVE

(Street)
RONAN MONTANA 59864

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2026
3. Issuer Name and Ticker or Trading Symbol
AirJoule Technologies Corp. [ AIRJ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock28,262D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (1) (1)Class A Common Stock69,375(1)D
Stock Options (2)06/06/2034Class A Common Stock243,579$10.23D
Restricted Stock Units (3) (3)Class A Common Stock33,751(3)D
Performance Restricted Stock Units (4) (4)Class A Common Stock13,380(4)D
Restricted Stock Units (5) (5)Class A Common Stock164,063(5)D
Performance Restricted Stock Units (6) (6)Class A Common Stock52,570(6)D
Explanation of Responses:
1. The restricted stock units vest in three equal annual installments beginning on June 6, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
2. The stock option is vested with respect to 106,565 shares and will vest with respect to the remaining shares in substantially similar quarterly installments through June 6, 2028.
3. The restricted stock units vest in two substantially equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
4. The performance restricted stock units are eligible to cliff vest following the conclusion of the three-year performance period ending December 31, 2027. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock based on the Issuer's average closing stock price over the final 120 trading days of the performance period achieving certain price thresholds. The amount reported herein represents the target amount under the award.
5. The restricted stock units vest in three equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
6. The performance restricted stock units are eligible to cliff vest following the conclusion of a performance period ending December 31, 2028, based on the Issuer's absolute annualized total shareholder return over the performance period achieving certain thresholds. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The amount reported herein represents the target amount under the award.
Remarks:
Exhibit 24 - Power of Attorney
Chad W. MacDonald04/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)

FAQ

How many AirJoule (AIRJ) common shares does Chad MacDonald directly hold?

He directly holds 28,262 shares of AirJoule Class A Common Stock. This stake is separate from his restricted stock units and options, which represent additional contingent rights to receive shares over time as vesting and performance conditions are satisfied.

What performance restricted stock units does the AirJoule (AIRJ) executive hold?

He holds performance restricted stock unit awards covering 52,570 and 13,380 underlying shares. These awards are eligible to cliff vest after performance periods ending December 31, 2027 and December 31, 2028, based on AirJoule’s stock price and absolute annualized total shareholder return thresholds.

How do the AirJoule (AIRJ) RSU awards for the CLO vest over time?

Certain RSUs vest in three equal annual installments beginning June 6, 2026, while others vest in three equal or two substantially equal annual installments beginning March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.