[Form 4] AirJoule Technologies Corporation Insider Trading Activity

Rhea-AI Filing Summary

AirJoule Technologies Corp. (AIRJ) – Form 4 insider transaction

Director Denise Marie Brucia Sterling was granted 25,487 restricted stock units (RSUs) on 07 / 07 / 2025 (Transaction Code “A”). Each RSU represents the right to receive one share of Class A common stock at no exercise cost. The RSUs will vest on the earlier of 07 / 07 / 2026 or the company’s next annual shareholders’ meeting. Following the award, the director beneficially owns 25,487 derivative securities; no common shares were bought or sold.

This filing reflects a routine equity-compensation grant. While it introduces a small potential for dilution when the units convert, it strengthens alignment between board incentives and shareholder interests. No other insider activity or financial data were disclosed.

Positive

• Enhanced alignment: RSU grant links director compensation to AIRJ share performance, potentially benefiting shareholder interests.

Negative

• Minor potential dilution: Conversion of 25,487 RSUs will incrementally increase shares outstanding upon vesting.

Insights

Securities Analyst

TL;DR: Routine RSU grant; negligible size, neutral valuation impact.

The 25,487-unit award represents a modest addition to AirJoule’s fully diluted share count and involves no cash proceeds. RSUs vest within one year, so future dilution is limited and predictable. Such grants are standard for director compensation, suggesting no insider sentiment shift or liquidity need. From a valuation standpoint, the impact is immaterial and does not alter the equity story.

Corporate Governance Expert

TL;DR: Grant improves pay-for-performance alignment; governance implications neutral.

Equity-based compensation ties director wealth directly to stock performance, promoting shareholder alignment. The one-year vesting schedule is relatively short, but still encourages near-term stewardship. No red flags—no accelerated vesting, preferential pricing, or unusual volume. Overall, governance standards appear intact, and the filing is non-impactful to control dynamics.

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^*

Sterling Denise Marie Brucia

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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)	07/07/2025		A		25,487		(2)	(2)	Class A Common Stock	25,487	$0	25,487	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. The restricted stock units vest on the earlier of July 7, 2026 and the date of the next annual shareholders' meeting of the Issuer.

	/s/ Chad W. MacDonald, Attorney-in-fact	07/08/2025
	** 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.

FAQ

What insider transaction did AIRJ report in this Form 4?

AIRJ disclosed a grant of 25,487 restricted stock units to director Denise Marie Brucia Sterling.

How many RSUs were granted to Denise Marie Brucia Sterling?

She received 25,487 RSUs on 07/07/2025.

When do the 25,487 RSUs granted on 07/07/2025 vest?

They vest on the earlier of July 7, 2026 or the next annual shareholders’ meeting.

Did the insider sell any AIRJ shares in this filing?

No. The filing reports only an RSU grant; no shares were sold or disposed.

What is the potential share dilution from the RSU grant?

If all RSUs convert, up to 25,487 new common shares would be issued, a small addition to AIRJ’s float.

Is cash required to exercise the RSUs?

No. The RSUs convert to common shares at an exercise price of $0 upon vesting.