AIRJ CFO exercises RSUs, withholds shares for tax

AirJoule Technologies Corp. Chief Financial Officer Stephen S. Pang reported routine equity compensation activity involving restricted stock units and Class A Common Stock.

Accepted by SEC EDGAR 06/09/2026 - 08:48 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

AirJoule Technologies Corp. Chief Financial Officer Stephen S. Pang reported routine equity compensation activity involving restricted stock units and Class A Common Stock. He exercised derivative securities representing 23,125 shares of Class A Common Stock and a portion of the resulting shares was used to cover tax obligations.

The filing shows a tax-withholding disposition of 7,248 shares at $4.87 per share, which reflects shares delivered to satisfy tax liabilities rather than an open-market sale. Following these transactions, Pang directly owns 46,937 shares of Class A Common Stock and continues to hold 46,250 restricted stock units, which vest in four equal annual installments beginning on June 6, 2025.

Insider Trade Summary

23,125 shares exercised/converted

Exercise 3 txns

Insider Pang Stephen S.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,125	$0.00	$0.00
Exercise	Class A Common Stock	23,125	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	7,248	$4.87	$35K

Holdings After Transaction: Restricted Stock Units — 46,250 contracts (Direct); Class A Common Stock — 46,937 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU conversion: 23,125 shares Tax-withholding shares: 7,248 shares Tax-withholding price: $4.87 per share +2 more

5 metrics

RSU conversion 23,125 shares Restricted stock units converted into Class A Common Stock

Tax-withholding shares 7,248 shares Shares delivered to satisfy tax liabilities

Tax-withholding price $4.87 per share Value used for tax-withholding disposition

Shares held after transactions 46,937 shares Class A Common Stock directly owned after June 5, 2026

Remaining RSUs 46,250 units Restricted stock units outstanding after the exercise

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, Chief Financial Officer, +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 security financial

"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.

Chief Financial Officer financial

"Pang Stephen S., Chief Financial Officer."

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did AIRJ CFO Stephen S. Pang report on this Form 4?

Stephen S. Pang reported exercising derivative securities for 23,125 shares of Class A Common Stock and a related tax-withholding disposition of 7,248 shares. These actions reflect equity compensation vesting and tax settlement rather than open-market buying or selling activity.

How many AirJoule Technologies (AIRJ) shares does the CFO hold after the Form 4 transactions?

After the reported transactions, CFO Stephen S. Pang directly holds 46,937 shares of AirJoule Technologies Class A Common Stock. This figure reflects his equity position following the RSU conversion and the shares withheld to cover associated tax liabilities on June 5, 2026.

What was the purpose of the 7,248 AIRJ shares disposed of by the CFO?

The 7,248 shares were disposed of to satisfy tax liabilities related to equity compensation. Classified under code F, this tax-withholding disposition delivered shares at $4.87 each, representing a non-market transaction rather than a discretionary open-market sale of AirJoule Technologies stock.

How many restricted stock units does the AIRJ CFO still hold after this filing?

Following the derivative exercise, Stephen S. Pang continues to hold 46,250 restricted stock units. Each restricted stock unit corresponds to one share of Class A Common Stock and vests in four equal annual installments beginning June 6, 2025, subject to the stated vesting schedule.

What does transaction code M mean in the AIRJ CFO’s Form 4 filing?

Transaction code M in this Form 4 indicates the exercise or conversion of a derivative security. Here, it reflects the conversion of 23,125 restricted stock units into Class A Common Stock, consistent with equity compensation vesting rather than an open-market stock purchase.

Does the AIRJ Form 4 show the CFO buying or selling shares on the open market?

The Form 4 does not show open-market buying or selling. Instead, it reports an RSU conversion into 23,125 shares and a tax-withholding disposition of 7,248 shares, which were delivered to cover tax obligations, not sold through open-market transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Pang Stephen S.

(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 Financial 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)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/05/2026		M		23,125	A	$0	54,185	D
Class A Common Stock	06/05/2026		F		7,248	D	$4.87	46,937	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)	06/05/2026		M			23,125	(1)	(1)	Class A Common Stock	23,125	$0	46,250	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)