AirJoule Technologies (AIRJ) chair exercises RSUs, pays tax with shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AirJoule Technologies Corp.’s Executive Chairman Patrick C. Eilers reported compensation-related equity activity rather than open-market trading. He exercised 6,250 restricted stock units, receiving Class A Common Stock at a conversion price of $0.00 per share, while 1,832 shares of Class A Common Stock were withheld at $4.87 per share to satisfy tax obligations.

After these transactions, he directly holds 1,875,676 shares of Class A Common Stock and has 12,500 restricted stock units outstanding. Additional indirect holdings are reported through the Eilers Dynasty Trust and the Patrick C. Eilers Revocable Trust, each shown with 1,366,616 shares of Class A Common Stock. The restricted stock units vest in four equal annual installments beginning on June 6, 2025, with each unit representing a contingent right to one share of Class A Common Stock.

Insider Trade Summary

6,250 shares exercised/converted

Mixed 5 txns

Insider EILERS PATRICK C

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,250	$0.00	--
Exercise	Class A Common Stock	6,250	$0.00	--
Tax Withholding	Class A Common Stock	1,832	$4.87	$9K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 12,500 shares (Direct, null); Class A Common Stock — 1,875,676 shares (Direct, null); Class A Common Stock — 1,366,616 shares (Indirect, By: Patrick C. Eilers Revocable Trust)

Footnotes (1)

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Key Figures

RSUs exercised: 6,250 units Tax-withholding shares: 1,832 shares Direct common shares after transactions: 1,875,676 shares +5 more

8 metrics

RSUs exercised 6,250 units Converted to Class A Common Stock at $0.00 per share

Tax-withholding shares 1,832 shares Withheld at $4.87 per share to cover tax obligations

Direct common shares after transactions 1,875,676 shares Class A Common Stock held directly following Form 4 transactions

Outstanding RSUs after transactions 12,500 units Restricted stock units remaining after 6,250-unit exercise

Eilers Dynasty Trust holdings 1,366,616 shares Indirect Class A Common Stock ownership reported via trust

Revocable Trust holdings 1,366,616 shares Indirect Class A Common Stock ownership via Patrick C. Eilers Revocable Trust

Tax-withholding price $4.87 per share Price used for 1,832-share tax-withholding disposition

RSU vesting start date June 6, 2025 Four equal annual installments for restricted stock unit vesting

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, indirect ownership, +1 more

5 terms

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

"Payment of exercise price or tax liability by delivering securities"

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 exercise/conversion financial

"Exercise or conversion of derivative security"

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "By: Eilers Dynasty Trust""

Executive Chairman financial

"officer_title: "Executive Chairman""

An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 08:49 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^*

EILERS PATRICK C

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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	06/05/2026		M		6,250	A	$0	1,875,676	D
Class A Common Stock	06/05/2026		F		1,832	D	$4.87	1,873,844	D
Class A Common Stock								1,366,616	I	By: Patrick C. Eilers Revocable Trust
Class A Common Stock								1,366,616	I	By: Eilers Dynasty Trust

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)
Restricted Stock Units	⁽¹⁾	06/05/2026		M			6,250	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,250	$0	12,500	D

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-fact	06/09/2026
	** 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 insider transactions did AIRJ Executive Chairman Patrick C. Eilers report?

Patrick C. Eilers exercised 6,250 restricted stock units into Class A Common Stock at a conversion price of $0.00 per share. In a related move, 1,832 shares were withheld at $4.87 per share to cover tax obligations, reflecting a routine compensation-driven transaction.

How many AirJoule (AIRJ) shares does Patrick C. Eilers hold after this Form 4?

After these transactions, Patrick C. Eilers directly holds 1,875,676 shares of AirJoule Class A Common Stock. In addition, entities associated with him, the Eilers Dynasty Trust and his Revocable Trust, are each reported as holding 1,366,616 shares as indirect ownership.

Were any of the reported AIRJ transactions open-market buys or sells?

No open-market purchases or sales were reported. The Form 4 shows a derivative exercise of 6,250 restricted stock units and a tax-withholding disposition of 1,832 shares, both routine compensation-related events rather than discretionary market trading transactions.

How do the restricted stock units for AirJoule’s Executive Chairman vest?

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, linking future share delivery to continued service or other vesting conditions.

What is the tax-withholding transaction reported for AirJoule (AIRJ)?

The filing reports a tax-withholding disposition of 1,832 shares of Class A Common Stock at $4.87 per share. These shares were delivered to satisfy tax liabilities associated with the equity compensation, not sold on the open market, and are classified under transaction code F.

Does Patrick C. Eilers still hold derivative positions in AirJoule stock?

Yes, after exercising 6,250 restricted stock units, he still has 12,500 restricted stock units outstanding. Each unit represents a contingent right to one share of Class A Common Stock, with vesting scheduled in four equal annual installments starting June 6, 2025.