AirJoule (AIRJ) CFO exercises 17,579 RSUs, uses 5,509 shares for taxes

Rhea-AI Filing Summary

AirJoule Technologies Corp. Chief Financial Officer Stephen S. Pang reported equity compensation activity involving restricted stock units and Class A common stock. On February 27, 2026, he exercised or converted 17,579 restricted stock units into the same number of Class A common shares at a stated price of $0.00 per share. A related entry shows 5,509 Class A shares disposed of at $3.23 per share to satisfy tax withholding obligations, leaving him with 31,060 Class A shares held directly after these transactions. According to a footnote, the restricted stock units vest in three equal annual installments beginning on March 1, 2026, and each unit represents a contingent right to receive one Class A share.

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

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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^*

Pang Stephen S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		17,579	A	$0	36,569	D
Class A Common Stock	02/27/2026		F		5,509	D	$3.23	31,060	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			17,579	(1)	(1)	Class A Common Stock	17,579	$0	35,157	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 (AIRJ) CFO Stephen S. Pang report?

Stephen S. Pang reported exercising or converting 17,579 restricted stock units into Class A common stock and a related disposition of 5,509 Class A shares to cover tax withholding obligations, all dated February 27, 2026.

How many AirJoule (AIRJ) shares does the CFO hold after these transactions?

After the reported transactions, Chief Financial Officer Stephen S. Pang directly holds 31,060 shares of AirJoule Class A common stock, as shown in the Form 4 totals following the February 27, 2026 equity compensation activity.

Were AirJoule (AIRJ) shares sold on the open market in this Form 4?

The Form 4 shows a disposition of 5,509 Class A shares coded “F,” indicating shares were delivered to satisfy tax withholding or exercise costs, rather than an open-market sale for investment purposes.

What does the restricted stock unit exercise mean for AirJoule (AIRJ) CFO ownership?

Exercising or converting 17,579 restricted stock units increased the CFO’s direct Class A share ownership. These units represent contingent rights that convert into shares as they vest under the company’s equity compensation terms.

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

According to the footnote, the restricted stock units vest in three equal annual installments starting March 1, 2026. Each vested unit entitles the holder to receive one share of AirJoule Class A common stock.

Is the AirJoule (AIRJ) CFO’s Form 4 mainly a buy or a sale event?

The Form 4 reflects mixed activity: acquisition of shares through exercise or conversion of restricted stock units, and a tax-related disposition of shares coded as payment of tax liability, not a discretionary market sale.