AirJoule Technologies (AIRJ) CFO awarded 245,379 RSUs and PRSUs in equity grant

Rhea-AI Filing Summary

Pang Stephen S. reported acquisition or exercise transactions in this Form 4 filing.

AirJoule Technologies Corp. reported an equity grant to its Chief Financial Officer, Stephen S. Pang. On February 11, 2026, he received 185,938 restricted stock units and 59,441 performance restricted stock units, each representing a contingent right to receive one share of Class A Common Stock at no cash cost.

The restricted stock units vest in three equal annual installments beginning March 1, 2027, encouraging longer-term retention. The performance restricted stock units may cliff vest after a performance period ending December 31, 2028, based on AirJoule’s absolute annualized total shareholder return meeting set performance thresholds.

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

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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^*

Pang Stephen S.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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)	02/11/2026		A		185,938		(1)	(1)	Class A Common Stock	185,938	$0	185,938	D
Performance Restricted Stock Units	(2)	02/11/2026		A		59,441		(2)	(2)	Class A Common Stock	59,441	$0	59,441	D

Explanation of Responses:

1. 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.

2. 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.

	/s/ Chad W. MacDonald, Attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AirJoule Technologies (AIRJ) report for Stephen S. Pang?

AirJoule Technologies reported that Chief Financial Officer Stephen S. Pang received equity awards on February 11, 2026. He was granted 185,938 restricted stock units and 59,441 performance restricted stock units, each convertible into one share of Class A Common Stock if vesting conditions are satisfied.

How many restricted stock units did the AIRJ CFO receive in this Form 4 filing?

Stephen S. Pang received 185,938 restricted stock units in this transaction. These units vest in three equal annual installments starting March 1, 2027, aligning his compensation with longer-term company performance and encouraging continued service over the multi-year vesting schedule.

What are the terms of the performance restricted stock units reported by AIRJ?

The performance restricted stock units total 59,441 target units for Stephen S. Pang. They are eligible to cliff vest after a performance period ending December 31, 2028, based on AirJoule’s absolute annualized total shareholder return reaching specified thresholds, with each vested unit delivering one Class A share.

At what price were the restricted stock and performance units granted in the AIRJ Form 4?

Both the restricted stock units and performance restricted stock units were granted at a price of $0 per unit. This reflects typical equity compensation structure, where value comes from potential future shares rather than an upfront cash purchase by the executive.

How many derivative securities does the AIRJ CFO beneficially own after these grants?

Following these awards, Stephen S. Pang beneficially owns 185,938 restricted stock units and 59,441 performance restricted stock units directly. Each unit represents a contingent right to receive one share of AirJoule Technologies Class A Common Stock if the applicable vesting conditions are met.

When do the AIRJ restricted stock units granted to the CFO begin vesting?

The restricted stock units begin vesting on March 1, 2027. Vesting occurs in three equal annual installments from that date, meaning full vesting is spread over three years, subject to continued service and any other plan or award conditions.