AirJoule director exercises RSUs, gets new grant

AirJoule Technologies director Ajay Agrawal reported compensation-related equity activity with no share sales.

Accepted by SEC EDGAR 06/01/2026 - 07:34 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insider Trade Summary

28,037 shares exercised/converted

Exercise 3 txns

Insider Agrawal Ajay

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	28,037	$0.00	$0.00
Grant/Award	Restricted Stock Units	30,227	$0.00	$0.00
Exercise	Class A Common Stock	28,037	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 30,227 contracts (Direct); Class A Common Stock — 33,437 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. F2. The restricted stock units vested on May 28, 2026
3. F3. The restricted stock units vest on the earlier of May 28, 2027 and the date of the next annual shareholders' meeting of the Issuer.

Key Figures

RSUs exercised: 28,037 units Shares held after exercise: 33,437 shares New RSU grant: 30,227 units +2 more

5 metrics

RSUs exercised 28,037 units Converted into Class A Common Stock on May 28, 2026

Shares held after exercise 33,437 shares Class A Common Stock directly owned after transactions

New RSU grant 30,227 units Restricted Stock Units granted as equity compensation

RSU-to-share ratio 1 unit : 1 share Each RSU represents one share of common stock

RSU vesting date May 28, 2027 Vests earlier of this date or next annual shareholders’ meeting

Key Terms

Restricted Stock Units, derivative exercise/conversion, grant, award, or other acquisition, Class A Common Stock

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock."

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.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion for 28,037 Restricted Stock Units."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition for 30,227 Restricted Stock Units."

Class A Common Stock financial

"Security title listed as Class A Common Stock for the exercised shares."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did AIRJ director Ajay Agrawal report?

Ajay Agrawal reported only equity acquisitions, not sales. He exercised 28,037 Restricted Stock Units into Class A Common Stock and received a new grant of 30,227 Restricted Stock Units as part of his compensation package.

Did Ajay Agrawal sell any AirJoule Technologies (AIRJ) shares?

He reported no share sales. The Form 4 shows an exercise of 28,037 Restricted Stock Units into Class A Common Stock and a new grant of 30,227 Restricted Stock Units, all classified as acquisition-type transactions, not dispositions.

How many AirJoule Technologies (AIRJ) shares does Ajay Agrawal hold after these transactions?

Following the reported transactions, Ajay Agrawal directly holds 33,437 shares of AirJoule Technologies Class A Common Stock. This reflects the addition of 28,037 shares from exercising Restricted Stock Units, as disclosed in the Form 4 filing.

What Restricted Stock Units did AIRJ grant to Ajay Agrawal?

He received a grant of 30,227 Restricted Stock Units. Each unit represents a contingent right to receive one share of AirJoule Technologies common stock, with vesting tied to a future date or the next annual shareholders’ meeting.

When do Ajay Agrawal’s new AIRJ Restricted Stock Units vest?

The new Restricted Stock Units vest on the earlier of May 28, 2027 and the date of AirJoule Technologies’ next annual shareholders’ meeting, linking vesting to both a time-based schedule and the company’s governance calendar.

What does exercising 28,037 AIRJ Restricted Stock Units mean for shareholders?

Exercising 28,037 Restricted Stock Units converts them into an equal number of Class A Common shares. This is a standard equity compensation event for a director and does not involve open-market buying or selling of shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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
Estimated average burden
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^*

Agrawal Ajay

(Last) (First) (Middle)

C/O AIRJOULE TECHNOLOGIES CORPORATION

34361 INNOVATION DRIVE

(Street)

RONAN MONTANA 59864

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

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	05/28/2026		M		28,037	A	$0	33,437	D

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	(1)	05/28/2026		M			28,037	(2)	(2)	Class A Common Stock	28,037	$0	0	D
Restricted Stock Units	(1)	05/28/2026		A		30,227		(3)	(3)	Class A Common Stock	30,227	$0	30,227	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. The restricted stock units vested on May 28, 2026

3. The restricted stock units vest on the earlier of May 28, 2027 and the date of the next annual shareholders' meeting of the Issuer.

	/s/ Chad W. MacDonald, Attorney-in-fact	06/01/2026
	** 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.
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 4: SEC 1474 (03-26)