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AirJoule (AIRJ) CEO exercises 12,500 RSUs; 3,729 shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AirJoule Technologies Corp. Chief Executive Officer Matthew B. Jore reported routine equity compensation activity involving restricted stock units and related tax withholding. On June 5, 2026, he exercised 12,500 restricted stock units into Class A Common Stock, consistent with the vesting schedule disclosed for these awards.

To cover tax obligations, 3,729 shares of Class A Common Stock were disposed of through a tax-withholding transaction at $4.87 per share, which is not an open-market sale. Following these transactions, Jore directly held 7,751,749 shares of Class A Common Stock and 25,000 restricted stock units.

Positive

  • None.

Negative

  • None.
Insider JORE MATTHEW B
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 12,500 $0.00 --
Exercise Class A Common Stock 12,500 $0.00 --
Tax Withholding Class A Common Stock 3,729 $4.87 $18K
Holdings After Transaction: Restricted Stock Units — 25,000 shares (Direct, null); Class A Common Stock — 7,751,749 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withholding shares 3,729 shares Class A Common Stock disposed at $4.87 per share for tax withholding
Tax-withholding price $4.87 per share Price used for 3,729 shares delivered for tax obligations
RSUs exercised 12,500 units Restricted Stock Units converted into Class A Common Stock on June 5, 2026
Shares held after transactions 7,751,749 shares Direct Class A Common Stock holdings following June 5, 2026 transactions
RSUs remaining 25,000 units Restricted Stock Units held after transactions, each unit convertible into one share
Restricted Stock Units financial
"The restricted stock units vest in four equal annual installments beginning on June 6, 2025."
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.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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.
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.
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SEC Form 4
FORM 4UNITED 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*
JORE MATTHEW B

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/05/2026M12,500A$07,751,749D
Class A Common Stock06/05/2026F3,729D$4.877,748,020D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/05/2026M12,500 (1) (1)Class A Common Stock12,500$025,000D
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, Attorney-in-fact06/09/2026
** Signature of Reporting PersonDate
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 transactions did AIRJ CEO Matthew B. Jore report on June 5, 2026?

Matthew B. Jore reported exercising 12,500 restricted stock units into Class A Common Stock and a related tax-withholding disposition of 3,729 shares at $4.87 per share. These transactions reflect routine equity compensation mechanics rather than open-market buying or selling activity.

Did the AIRJ CEO sell shares of AirJoule Technologies stock on the open market?

The filing shows no open-market sale by the AIRJ CEO. Instead, 3,729 shares were disposed of via a tax-withholding transaction at $4.87 per share to satisfy obligations tied to vesting, which differs from discretionary selling in the market.

How many AirJoule Technologies shares does the CEO hold after this Form 4?

After these transactions, the CEO directly holds 7,751,749 shares of AirJoule Technologies Class A Common Stock. He also holds 25,000 restricted stock units, which represent a contingent right to receive additional shares as they vest under the existing award terms.

What restricted stock unit activity did the AIRJ CEO report?

The CEO exercised 12,500 restricted stock units into Class A Common Stock on June 5, 2026. A footnote explains these restricted stock units vest in four equal annual installments beginning June 6, 2025, each unit representing a contingent right to one share.

How many shares were used for tax withholding in the AIRJ Form 4 filing?

The Form 4 reports that 3,729 shares of Class A Common Stock were used for tax withholding at $4.87 per share. This transaction is coded as a tax-withholding disposition, meaning shares were delivered to cover obligations arising from the equity award.