AirJoule (AIRJ) CEO converts RSUs to shares and withholds stock for taxes

Rhea-AI Filing Summary

AirJoule Technologies Corp. director and CEO Matthew B. Jore reported equity compensation activity involving restricted stock units and Class A Common Stock. He exercised or converted 30,135 restricted stock units into 30,135 shares of Class A Common Stock at a price of $0.00 per share, bringing his direct Class A holdings to 7,748,258 shares. On the same date, 9,009 shares of Class A Common Stock were disposed of at $3.23 per share to cover tax obligations through share delivery, leaving him with 7,739,249 directly held shares. The restricted stock units vest in three equal annual installments beginning on March 1, 2026, with each unit representing a contingent right to receive one share of Class A Common Stock.

Insights

Insider transactions analyst

Routine CEO equity grant vesting with tax withholding using shares.

The CEO of AirJoule Technologies Corp., Matthew B. Jore, exercised or converted 30,135 restricted stock units into the same number of Class A Common shares at $0.00 per share. This reflects equity compensation becoming deliverable rather than an open‑market stock purchase.

To satisfy tax obligations, 9,009 Class A shares were disposed of at $3.23 per share through share delivery, a common mechanism for withholding on vested awards. After these transactions, his directly held Class A stake stands at 7,739,249 shares.

The footnote states that these restricted stock units vest in three equal annual installments beginning on March 1, 2026, with each unit representing a contingent right to one share of Class A Common Stock. Subsequent vesting events and related tax withholdings, if any, would be expected to appear in future ownership reports.

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^*

JORE MATTHEW B

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		30,135	A	$0	7,748,258	D
Class A Common Stock	02/27/2026		F		9,009	D	$3.23	7,739,249	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)	02/27/2026		M			30,135	(1)	(1)	Class A Common Stock	30,135	$0	60,270	D

Explanation of Responses:

1. 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.
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FAQ

What insider transactions did AirJoule Technologies (AIRJ) report for its CEO?

AirJoule’s CEO Matthew B. Jore exercised or converted 30,135 restricted stock units into 30,135 Class A Common shares at $0.00 per share, then disposed of 9,009 shares at $3.23 per share to satisfy tax withholding obligations related to the equity award.

How many AirJoule (AIRJ) shares does CEO Matthew B. Jore hold after this Form 4?

Following these transactions, CEO Matthew B. Jore directly holds 7,739,249 shares of AirJoule Class A Common Stock. This figure reflects both the delivery of 30,135 shares from the restricted stock units and the tax-withholding disposition of 9,009 shares at $3.23 per share.

What was the nature of the restricted stock unit transaction for AirJoule (AIRJ)?

The transaction involved exercising or converting 30,135 restricted stock units into Class A Common shares at $0.00 per share. A footnote explains these units vest in three equal annual installments beginning March 1, 2026, with each unit representing a contingent right to receive one share.

Why were 9,009 AirJoule (AIRJ) shares disposed of at $3.23 per share?

The 9,009 Class A Common shares were disposed of at $3.23 per share to pay the exercise price or tax liability by delivering securities. This tax-withholding disposition is a common method for covering tax obligations associated with vested equity compensation awards.

How do the AirJoule (AIRJ) restricted stock units vest for the CEO?

The restricted stock units vest in three equal annual installments beginning on March 1, 2026. According to the disclosure, each restricted stock unit represents a contingent right to receive one share of AirJoule Class A Common Stock upon vesting, subject to applicable award terms.

Did the AirJoule (AIRJ) CEO buy or sell shares on the open market?

The reported transactions reflect an exercise or conversion of restricted stock units at $0.00 and a tax-withholding disposition at $3.23 per share. There is no indication of discretionary open-market purchases or sales; activity relates to equity award settlement and associated tax obligations.