Were Chad MacDonald’s AirJoule (AIRJ) share sales discretionary trades?

No. The filing states the shares were sold to cover tax withholding obligations related to a restricted stock unit award. The sales were executed through a mandatory “sell to cover” mechanism and explicitly described as not representing discretionary trading decisions by MacDonald.

Tax-driven share sale for AirJoule Technologies (AIRJ) legal chief

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

AirJoule Technologies Corp. Chief Legal Officer Chad MacDonald reported share sales that were executed solely to cover taxes on a restricted stock unit vesting. A total of 7,307 shares of Class A Common Stock were sold in two transactions labeled as open-market sales.

On June 8, 2026, 5,320 shares were sold at a weighted average price of $4.6464, with individual trades ranging from $4.62 to $4.68. On June 9, 2026, 1,987 shares were sold at a weighted average price of $4.4980, with trades ranging from $4.45 to $4.58.

The filing notes these were mandatory “sell to cover” transactions to satisfy tax withholding obligations and did not represent discretionary trading decisions. After these transactions, MacDonald directly holds 44,080 shares of AirJoule Class A Common Stock.

Insights

Mandatory tax-related sales, not discretionary insider selling.

Chad MacDonald, Chief Legal Officer of AirJoule Technologies, reported sales totaling 7,307 Class A shares. Footnotes explain these were mandatory “sell to cover” transactions to satisfy tax withholding from a restricted stock unit vesting, not elective open-market selling.

Because the transactions are driven by tax obligations, they carry limited signaling value about management’s view of the stock. MacDonald continues to hold 44,080 shares directly after the sales, indicating he retains a meaningful equity stake in the company.

Insider Trade Summary

Net Seller: 7,307 shares ($33,656)

Net Sell 2 txns

Insider MacDonald Chad

Role Chief Legal Officer

Sold 7,307 shs ($34K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,987	$4.498	$9K
Sale	Class A Common Stock	5,320	$4.6464	$25K

Holdings After Transaction: Class A Common Stock — 44,080 shares (Direct, null)

Footnotes (1)

Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock unit award. The sales were effected through a mandatory "sell to cover" transaction that did not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.62 to $4.68. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (2) and (3) of this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.45 to $4.58.

Key Figures

Total shares sold: 7,307 shares June 8, 2026 sale: 5,320 shares at $4.6464 June 9, 2026 sale: 1,987 shares at $4.4980 +3 more

6 metrics

Total shares sold 7,307 shares Tax-related sales tied to RSU vesting

June 8, 2026 sale 5,320 shares at $4.6464 Weighted average price, trades $4.62–$4.68

June 9, 2026 sale 1,987 shares at $4.4980 Weighted average price, trades $4.45–$4.58

Post-transaction holdings 44,080 shares Direct holdings after June 9, 2026 transactions

First-day price range $4.62–$4.68 Price range for June 8, 2026 sales

Second-day price range $4.45–$4.58 Price range for June 9, 2026 sales

Key Terms

restricted stock unit award, sell to cover, weighted average price, Class A Common Stock, +1 more

5 terms

restricted stock unit award financial

"in connection with the vesting of the restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

sell to cover financial

"mandatory "sell to cover" transaction that did not represent a discretionary trade"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Class A Common Stock financial

"security_title: "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.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 08:31 PM

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)
06/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/08/2026		S⁽¹⁾		5,320	D	$4.6464⁽²⁾	46,067	D
Class A Common Stock	06/09/2026		S⁽¹⁾		1,987	D	$4.498⁽³⁾	44,080	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock unit award. The sales were effected through a mandatory "sell to cover" transaction that did not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.62 to $4.68. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (2) and (3) of this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.45 to $4.58.

	/s/ Chad W. MacDonald	06/10/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did AirJoule (AIRJ) Chief Legal Officer Chad MacDonald report in this Form 4?

Chad MacDonald reported sales of 7,307 shares of AirJoule Class A Common Stock. These sales were tied to tax withholding obligations from a restricted stock unit vesting and were executed as mandatory “sell to cover” transactions rather than discretionary trades.

How many AirJoule (AIRJ) shares did Chad MacDonald sell and at what prices?

MacDonald sold 7,307 Class A shares in total. On June 8, 2026, he sold 5,320 shares at a weighted average price of $4.6464, and on June 9, 2026, 1,987 shares at a weighted average price of $4.4980, within the stated price ranges.

How many AirJoule (AIRJ) shares does Chad MacDonald hold after the reported sales?

After the tax-related “sell to cover” transactions, MacDonald directly holds 44,080 shares of AirJoule Class A Common Stock. This post-transaction holding figure comes directly from the Form 4 and reflects his remaining equity position following the reported sales.

What do the weighted average prices in Chad MacDonald’s AirJoule (AIRJ) transactions mean?

The weighted average prices reflect that each day’s sales were executed through multiple trades within a price range. For June 8, 2026, trades ranged from $4.62–$4.68, and for June 9, 2026, from $4.45–$4.58, producing the reported average prices per share.