Pang Stephen S. 4

What Happened

• Stephen S. Pang, Chief Financial Officer of AirJoule Technologies Corp. (AIRJ), received two derivative awards on 2026-02-11 totaling 245,379 restricted stock units (RSUs): 185,938 RSUs and 59,441 performance RSUs. Both awards were reported at $0.00 per unit (no cash paid); the reported value is $0 because these are contingent/derivative awards, not open‑market purchases.

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (appears timely under normal Form 4 reporting rules).
• Award amounts: 185,938 time‑based RSUs; 59,441 performance RSUs (total = 245,379 RSUs).
• Price: $0.00 per unit (derivative grant/award).
• Vesting notes:
  • Time‑based RSUs (185,938): vest in three equal annual installments beginning March 1, 2027. (Footnote F1)
  • Performance RSUs (59,441): cliff‑vest after a performance period ending Dec 31, 2028, only if AirJoule’s absolute annualized total shareholder return meets specified thresholds; amount shown is the target award. (Footnote F2)
• Each RSU represents a contingent right to receive one share of Class A common stock upon vesting.
• Shares owned after the transaction are not specified in the filing.

Context

• These are compensation awards (time‑based and performance‑based RSUs), not open‑market purchases or sales. They will convert into actual shares only if/when vesting conditions are met. Such grants are routine forms of executive compensation and do not directly indicate immediate buying or selling of stock.