AirJoule holder Jore reports 11.4% ownership stake

Matthew Jore filed an amended Schedule 13D reporting beneficial ownership of 7,817,581 shares of AirJoule Technologies Corp. Class A common stock, representing 11.4% of the class.

Rhea-AI Filing Summary

Matthew Jore filed an amended Schedule 13D reporting beneficial ownership of 7,817,581 shares of AirJoule Technologies Corp. Class A common stock, representing 11.4% of the class. This includes 7,739,249 shares, 65,832 option shares exercisable within 60 days, and 12,500 restricted stock units vesting within 60 days.

On February 27, 2026, Jore received 21,126 shares upon vesting of restricted stock units, with some shares withheld for taxes. On April 14, 2026, he pledged an additional 550,000 shares as collateral under a non-recourse loan, bringing total pledged shares to 1,150,000, while retaining voting and dividend rights absent a default.

Key Figures

Beneficial ownership: 7,817,581 shares Ownership percentage: 11.4% Shares outstanding: 68,472,740 shares +5 more

8 metrics

Beneficial ownership 7,817,581 shares Class A common stock beneficially owned by Matthew Jore

Ownership percentage 11.4% Percent of AirJoule Class A shares outstanding

Shares outstanding 68,472,740 shares Class A shares outstanding as of April 9, 2026

Direct common shares 7,739,249 shares Class A common stock held by Matthew Jore

Exercisable options 65,832 shares Shares underlying options exercisable within 60 days

RSUs vesting 12,500 shares Shares underlying restricted stock units vesting within 60 days

Recent RSU vesting 21,126 shares Shares issued on February 27, 2026 from RSU vesting

Pledged shares total 1,150,000 shares Class A shares pledged as collateral under loan agreement

Key Terms

beneficial ownership, restricted stock units, Non-Recourse Loan and Securities Pledge Agreement, Pledged Shares, +1 more

5 terms

beneficial ownership financial

"The ownership information presented herein represents beneficial ownership of Class A Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

restricted stock units financial

"12,500 shares of Class A common stock underlying restricted stock units that will vest within 60 days"

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.

Non-Recourse Loan and Securities Pledge Agreement financial

"pursuant to that certain Non-Recourse Loan and Securities Pledge Agreement (the "Loan Agreement")"

Pledged Shares financial

"bringing the total number shares of Class A Common Stock pledged as collateral to 1,150,000 (the "Pledged Shares")"

Schedule 13D financial

"This Amendment No. 1 ("Amendment No. 1") amends and supplements the originally filed with the (the "SEC")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

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

What ownership stake does Matthew Jore report in AirJoule (AIRJ)?

Matthew Jore reports beneficial ownership of 7,817,581 AirJoule Class A shares, equal to 11.4% of the outstanding Class A common stock. This stake includes directly held shares, stock options exercisable within 60 days, and restricted stock units vesting within 60 days.

How many AirJoule (AIRJ) shares are outstanding in this filing?

The filing states there are 68,472,740 AirJoule Class A common shares outstanding as of April 9, 2026. This figure, disclosed in the company’s definitive proxy statement, is used to calculate Matthew Jore’s reported 11.4% beneficial ownership percentage.

What securities make up Matthew Jore’s 7.82 million AirJoule shares?

Jore’s reported 7,817,581 shares consist of 7,739,249 Class A shares, 65,832 shares underlying currently exercisable options, and 12,500 shares underlying restricted stock units scheduled to vest within 60 days from the filing date.

What recent equity award activity is disclosed for Matthew Jore at AirJoule (AIRJ)?

On February 27, 2026, AirJoule issued 21,126 Class A shares to Matthew Jore upon vesting of restricted stock units. Part of this vesting included share withholding to cover his tax obligations associated with the equity award settlement.

How many AirJoule (AIRJ) shares has Matthew Jore pledged as loan collateral?

As of April 14, 2026, Matthew Jore has pledged 1,150,000 AirJoule Class A shares as collateral under a Non-Recourse Loan and Securities Pledge Agreement. He retains voting and dividend rights on these pledged shares unless a loan default occurs.

Does Matthew Jore share voting or dispositive power over his AirJoule (AIRJ) stake?

The filing shows Matthew Jore has 7,817,581 shares with sole voting and sole dispositive power, and 0 shares with shared voting or shared dispositive power. This indicates exclusive control over voting and disposition for all reported beneficially owned shares.

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

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Accepted by SEC EDGAR 04/16/2026 - 04:30 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

AirJoule Technologies Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

612160101

(CUSIP Number)

Matthew Jore
c/o AirJoule Technologies Corporation, 34361 Innovation Drive
Ronan, MT, 59864
(800) 942-3083

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 612160101

1

Name of reporting person

Matthew Jore

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,817,581.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,817,581.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,817,581.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: AirJoule Technologies Corp.
(c)	Address of Issuer's Principal Executive Offices: 34361 Innovation Drive, Ronan, MONTANA , 59864.
Item 1 Comment: Explanatory Note This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on March 21, 2024 (as amended, the "Schedule 13D") with respect to the Class A common stock, par value $0.0001 per share ("Class A Common Stock") of AirJoule Technologies Corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The ownership information presented herein represents beneficial ownership of Class A Common Stock as of the date hereof, based on 68,472,740 shares of Class A Common Stock outstanding as of April 9, 2026, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A filed on April 15, 2026. The share amount reported herein consists of (i) 7,739,249 shares of Class A common stock, (ii) 65,832 shares of Class A common stock underlying options that are currently exercisable or will become exercisable within 60 days hereof and (iii) 12,500 shares of Class A common stock underlying restricted stock units that will vest within 60 days hereof.
(b)	The information presented on the cover pages herein are incorporated by reference into this Item 5(b).
(c)	On February 27, 2026, the Issuer issued 21,126 shares of Class A Common Stock to the Reporting Person in connection with the vesting of restricted stock units awarded to the Reporting Person and the withholding of shares to satisfy the Reporting Person's tax withholding obligations. Except for the foregoing and as otherwise disclosed in this Amendment No. 1, during the past 60 days, none of the Reporting Persons effected any transactions in the Class A Common Stock.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Pledge Agreement On April 14, 2026, the Reporting Person pledged 550,000 shares of Class A Common Stock as additional collateral pursuant to that certain Non-Recourse Loan and Securities Pledge Agreement (the "Loan Agreement") between The St. James Bank & Trust Company Ltd., bringing the total number shares of Class A Common Stock pledged as collateral to 1,150,000 (the "Pledged Shares"). All voting rights and rights to receive dividends or distributions with respect to the Pledged Shares will remain with the Reporting Person unless an event of default under the Loan Agreement has occurred and is continuing.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Matthew Jore

Signature:	/s/ Matthew Jore
Name/Title:	Matthew Jore
Date:	04/16/2026