AirJoule Technologies (AIRJ) grants RSU and performance awards to chair

Rhea-AI Filing Summary

EILERS PATRICK C reported acquisition or exercise transactions in this Form 4 filing.

AirJoule Technologies Corp. disclosed that Executive Chairman and director Patrick C. Eilers received equity awards in the form of restricted stock units and performance-based units. On February 11, 2026, he was granted 97,656 restricted stock units that vest in three equal annual installments beginning March 1, 2027, each unit representing one share of Class A common stock.

He was also granted 72,844 performance restricted stock units that are eligible to cliff vest after a performance period ending December 31, 2028, based on the company’s absolute annualized total shareholder return reaching specified thresholds, with each unit likewise corresponding to one share of Class A common stock.

Insights

Executive compensation analyst

Grant of time-based and performance RSUs aligns leadership pay with shareholder value.

Patrick C. Eilers, Executive Chairman and director of AirJoule Technologies, received 97,656 time-based restricted stock units and 72,844 performance restricted stock units on February 11, 2026. Both awards are settled in shares of Class A common stock, tying a significant portion of his compensation to equity.

The time-based units vest annually over three years starting March 1, 2027, encouraging continued service. The performance units vest only after a period ending December 31, 2028, contingent on achieving specific absolute annualized total shareholder return thresholds. Actual value to the executive depends on both service and long-term share performance.

This structure emphasizes retention and performance but does not itself change the company’s fundamentals. Future disclosures about whether performance targets are met and units vest at, above, or below target will show how much of this award ultimately converts into shares.

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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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^*

EILERS PATRICK C

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

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		97,656		(1)	(1)	Class A Common Stock	97,656	$0	97,656	D
Performance Restricted Stock Units	(2)	02/11/2026		A		72,844		(2)	(2)	Class A Common Stock	72,844	$0	72,844	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 equity awards did Patrick C. Eilers receive from AIRJ on February 11, 2026?

Patrick C. Eilers received 97,656 restricted stock units and 72,844 performance restricted stock units. Each unit represents a contingent right to one share of Class A common stock, granted as part of his role as Executive Chairman and director.

How do Patrick C. Eilers’ restricted stock units at AIRJ vest over time?

The 97,656 restricted stock units vest in three equal annual installments beginning March 1, 2027. This means one-third of the units become deliverable each year, encouraging his continued service and aligning his compensation with the company’s multi‑year performance.

What are the performance conditions for AirJoule (AIRJ) performance restricted stock units?

The 72,844 performance restricted stock units can cliff vest after a performance period ending December 31, 2028. Vesting depends on AirJoule’s absolute annualized total shareholder return reaching specified thresholds, directly linking this part of compensation to long-term shareholder value creation.

How many AirJoule (AIRJ) shares underlie Patrick C. Eilers’ new equity awards?

The awards cover 97,656 restricted stock units and 72,844 performance restricted stock units. Each unit corresponds to one share of Class A common stock, so at target levels the grants together represent 170,500 underlying shares if all vesting conditions are ultimately satisfied.

Are Patrick C. Eilers’ AIRJ restricted and performance units direct holdings?

Yes. The reported post-transaction holdings show 97,656 restricted stock units and 72,844 performance restricted stock units held with direct ownership. These derivative securities reflect equity-based compensation rather than an open-market purchase or sale of existing common shares.