AirJoule Technologies Corp. — Director's Dealing 2025

Feb 15, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AirJoule Technologies Corp. (AIRJ)
CIK: 0001855474
Period of Report: 2025-02-12

Reporting Person: EILERS PATRICK C (Director, Executive Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-12	Restricted Stock Units	$	A	37669	Acquired		Class A Common Stock (37669)	Direct
2025-02-12	Performance Restricted Stock Units	$	A	368112	Acquired		Class A Common Stock (368112)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1779276	Direct
Class A Common Stock	1366616	Indirect
Class A Common Stock	1366616	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$11.50	2029-03-14	Class A Common Stock (1069711)	1069711	Indirect
Warrants	$11.50	2029-03-14	Class A Common Stock (1069712)	1069712	Indirect

Footnotes

F1: Includes 132,059 shares of Class A Common Stock acquired in pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration.

F2: Represents securities acquired in a pro rata distribution in-kind by TEP XPDI Holdco II, LLC ("TEP Holdco") to its members for no consideration (the "TEP Distribution"). The reported securities include 298,382 shares subject to vesting pursuant to that certain Sponsor Support Agreement, dated as of June 5, 2023 (the "Sponsor Support Agreement").

F3: Represents securities acquired in the TEP Distribution. The reported securities include 298,382 shares subject to vesting pursuant to the Sponsor Support Agreement.

F4: The restricted stock units vest in three equal annual installments beginning on March 1, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F5: The performance restricted stock units are eligible to cliff vest following the conclusion of the three-year performance period ending December 31, 2027. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock based on the Issuer's average closing stock price over the final 120 trading days of the performance period achieving certain price thresholds. The amount reported herein represents the target amount under the award.