AirJoule Technologies (AIRJ) CEO granted time-based and performance RSUs

Rhea-AI Filing Summary

JORE MATTHEW B reported acquisition or exercise transactions in this Form 4 filing.

AirJoule Technologies Corp. director and CEO Matthew B. Jore reported equity awards in the form of restricted stock units. On February 11, 2026, he received 156,250 restricted stock units, each representing a contingent right to one share of Class A common stock. These units vest in three equal annual installments beginning on March 1, 2027.

He was also granted 116,550 performance restricted stock units tied to the company’s absolute annualized total shareholder return over a performance period ending December 31, 2028. These performance units are eligible to cliff vest after the performance period if specified return thresholds are achieved.

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

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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^*

JORE MATTHEW B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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)	02/11/2026		A		156,250		(1)	(1)	Class A Common Stock	156,250	$0	156,250	D
Performance Restricted Stock Units	(2)	02/11/2026		A		116,550		(2)	(2)	Class A Common Stock	116,550	$0	116,550	D

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

2. The performance restricted stock units are eligible to cliff vest following the conclusion of a performance period ending December 31, 2028, based on the Issuer's absolute annualized total shareholder return over the performance period achieving certain thresholds. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The amount reported herein represents the target amount under the award.

	/s/ Chad W. MacDonald, Attorney-in-fact	02/13/2026
	** 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 transaction did AIRJ CEO Matthew B. Jore report on this Form 4?

Matthew B. Jore reported receiving equity awards, not open-market share purchases or sales. He was granted 156,250 restricted stock units and 116,550 performance restricted stock units, each representing a contingent right to one share of Class A common stock, subject to vesting conditions.

How many restricted stock units did AIRJ grant to its CEO Matthew B. Jore?

AirJoule Technologies granted 156,250 restricted stock units to CEO Matthew B. Jore. Each unit represents a contingent right to receive one share of Class A common stock, vesting in three equal annual installments starting March 1, 2027, if service-based conditions are met.

What are the terms of the performance restricted stock units granted by AIRJ?

The company granted 116,550 performance restricted stock units to Matthew B. Jore. These are eligible to cliff vest after a performance period ending December 31, 2028, based on absolute annualized total shareholder return meeting specified thresholds, with each vested unit delivering one share of Class A common stock.

Do the AIRJ equity awards to Matthew B. Jore involve any purchase price?

The reported grants have a stated price per derivative security of $0.00. This indicates they are compensation awards, not securities bought in the market. Value to the recipient depends on vesting conditions being satisfied and the future value of the underlying Class A common stock.

When do Matthew B. Jore’s AIRJ restricted stock units begin vesting?

The time-based restricted stock units begin vesting on March 1, 2027. Vesting occurs in three equal annual installments, meaning portions of the 156,250 units can convert into Class A common shares over three years, provided applicable service conditions continue to be met.

What performance period applies to AIRJ’s performance restricted stock units?

The performance restricted stock units use a performance period ending December 31, 2028. Cliff vesting can occur after that date if AirJoule Technologies’ absolute annualized total shareholder return over the period reaches defined thresholds, with the reported 116,550 units reflecting the target award level.