AirJoule Technologies (NASDAQ: AIRJ) CLO exercises RSUs, holds 51,387 shares

Rhea-AI Filing Summary

AirJoule Technologies Corp.'s Chief Legal Officer, Chad MacDonald, exercised derivative awards linked to restricted stock units, acquiring 23,125 shares of Class A Common Stock. After the transaction, he directly holds 51,387 Class A Common shares and 46,250 restricted stock units.

The restricted stock units relate to equity compensation that vests in four equal annual installments beginning on June 6, 2025, with each unit representing a contingent right to receive one share of Class A Common Stock. No open-market purchases or sales were reported in this filing.

Insider Trade Summary

23,125 shares exercised/converted

Mixed 2 txns

Insider MacDonald Chad

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,125	$0.00	--
Exercise	Class A Common Stock	23,125	$0.00	--

Holdings After Transaction: Restricted Stock Units — 46,250 shares (Direct, null); Class A Common Stock — 51,387 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares acquired via RSU exercise: 23,125 shares Common shares held after transaction: 51,387 shares Restricted stock units remaining: 46,250 units +2 more

5 metrics

Shares acquired via RSU exercise 23,125 shares Class A Common Stock from derivative exercise on June 5, 2026

Common shares held after transaction 51,387 shares Direct holdings of Class A Common Stock after exercise

Restricted stock units remaining 46,250 units RSU balance following the reported derivative transaction

RSU vesting schedule 4 equal annual installments Beginning on June 6, 2025

Transaction price per share $0.0000 Reported price for derivative exercise transactions

Key Terms

Restricted Stock Units, Class A Common Stock, derivative security, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Units financial

"The restricted stock units vest in four equal annual installments"

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.

Class A Common Stock financial

"Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock"

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.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

vest financial

"The restricted stock units vest in four equal annual installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

MacDonald Chad

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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	06/05/2026		M		23,125	A	$0	51,387	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)	06/05/2026		M			23,125	(1)	(1)	Class A Common Stock	23,125	$0	46,250	D

Explanation of Responses:

1. The restricted stock units vest in four equal annual installments beginning on June 6, 2025. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

	/s/ Chad W. MacDonald	06/09/2026
	** 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)

FAQ

What insider transaction did AIRJ Chief Legal Officer Chad MacDonald report?

Chad MacDonald reported exercising derivative awards tied to restricted stock units to acquire 23,125 shares of Class A Common Stock. This was recorded as a derivative exercise (code M), not as an open-market purchase or sale of AirJoule Technologies Corp. shares.

How many AirJoule Technologies (AIRJ) shares does Chad MacDonald hold after this Form 4?

Following the reported transactions, Chad MacDonald directly holds 51,387 shares of Class A Common Stock. He also holds 46,250 restricted stock units, which are equity awards that may convert into additional Class A Common shares as they vest over time.

Were there any open-market buys or sells in this AIRJ Form 4 filing?

No open-market buys or sells were reported. The Form 4 shows a derivative exercise (code M) where restricted stock units converted into 23,125 shares of Class A Common Stock. Such compensation-related conversions differ from discretionary market purchases or sales of the company’s stock.

What are the vesting terms of Chad MacDonald’s restricted stock units at AirJoule Technologies (AIRJ)?

The restricted stock units vest in four equal annual installments beginning on June 6, 2025. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock, subject to those time-based vesting conditions being satisfied over the four-year schedule.

How many restricted stock units remain for Chad MacDonald after this AIRJ transaction?

After the derivative exercise, MacDonald is shown with 46,250 restricted stock units outstanding. These units are part of his equity compensation and can convert into Class A Common Stock as they vest, according to the four-year annual vesting terms disclosed.