AirJoule (AIRJ) CAO reports RSU conversion and tax-driven share sale

Rhea-AI Filing Summary

AirJoule Technologies Corp. Chief Administrative Officer Jeff Gutke reported several equity transactions involving Class A common stock and restricted stock units. On March 3, 2026, he sold 3,462 shares at a weighted average price of $3.1702 per share.

According to the footnotes, this sale was a mandatory “sell to cover” transaction to satisfy tax withholding tied to vesting restricted stock units, not a discretionary trade. On February 27, 2026, 14,063 restricted stock units were converted into an equal number of Class A shares at no exercise price. Following these transactions, Gutke directly held 110,439 Class A shares and 28,126 restricted stock units, and indirectly held 75,579 shares through Doxey Capital LLC.

Insights

Equity Compensation Analyst

Activity reflects routine equity vesting and tax withholding rather than discretionary selling.

These transactions show Jeff Gutke converting 14,063 restricted stock units into Class A common stock and a related sale of 3,462 shares. The sale was executed as a mandatory “sell to cover” for tax withholding, based on the footnote.

The sale’s weighted average price was $3.1702, with executions ranging from $3.08 to $3.28. Because the disposition was for withholding taxes and tied to vesting, it is typically viewed as administrative rather than a directional bet on AirJoule Technologies Corp. Subsequent filings may provide further detail on future vesting schedules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gutke Jeff

(Last) (First) (Middle)

C/O AIRJOULE TECHNOLOGIES CORPORATION

34361 INNOVATION DRIVE

(Street)

RONAN MT 59864

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AirJoule Technologies Corp. [ AIRJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/27/2026		M		14,063	A	$0	113,901	D
Class A Common Stock	03/03/2026		S(1)		3,462	D	$3.1702(2)	110,439	D
Class A Common Stock								75,579	I	By: Doxey Capital LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/27/2026		M			14,063	(3)	(3)	Class A Common Stock	14,063	$0	28,126	D

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock unit award. The sales were effected through a mandatory "sell to cover" transaction that did not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.08 to $3.28. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The restricted stock units vest in three equal annual installments beginning on March 1, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

	/s/ Chad W. MacDonald, Attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did AirJoule (AIRJ) officer Jeff Gutke report in this Form 4?

Jeff Gutke reported converting 14,063 restricted stock units into Class A common stock and selling 3,462 shares. The sale was a mandatory tax-withholding “sell to cover,” not a discretionary transaction, tied to equity vesting events on February 27 and March 3, 2026.

How many AirJoule (AIRJ) shares did Jeff Gutke sell and at what price?

He sold 3,462 shares of AirJoule Class A common stock at a weighted average price of $3.1702 per share. Footnotes note multiple trades within a $3.08 to $3.28 range, executed solely to cover tax withholding obligations from restricted stock unit vesting.

Were Jeff Gutke’s AirJoule (AIRJ) stock sales discretionary trades?

No, the filing states the 3,462-share sale was a mandatory “sell to cover” transaction. It was executed to satisfy tax withholding obligations related to vesting restricted stock units, rather than a discretionary decision to reduce his economic exposure to AirJoule Technologies stock.

What restricted stock unit activity did AirJoule (AIRJ) disclose for Jeff Gutke?

The Form 4 shows 14,063 restricted stock units were exercised or converted into an equal number of Class A common shares at a $0.00 exercise price. Footnotes state the units vest in three equal annual installments beginning March 1, 2026, each unit equaling one share upon vesting.

How many AirJoule (AIRJ) shares does Jeff Gutke own after these transactions?

After the reported activity, he directly owned 110,439 shares of Class A common stock and 28,126 restricted stock units. He also indirectly held 75,579 additional Class A shares through Doxey Capital LLC, as indicated by the indirect ownership entry in the Form 4 data.

What is Doxey Capital LLC’s role in Jeff Gutke’s AirJoule (AIRJ) holdings?

The filing shows 75,579 AirJoule Class A shares as indirectly owned by Jeff Gutke “By: Doxey Capital LLC.” This means those shares are held through that entity, rather than directly in his name, with the Form 4 categorizing this position as indirect ownership.