EILERS PATRICK C 4

What Happened

• Patrick C. Eilers, Executive Chairman and Director of AirJoule Technologies Corp. (AIRJ), received two equity awards on Feb 11, 2026: 97,656 time‑based restricted stock units (RSUs) and 72,844 performance restricted stock units (PRSUs), totaling 170,500 units. The awards are reported at $0.00 because they are contingent equity units (no cash purchase).

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely within reporting window).
• Awarded: 97,656 RSUs (time‑based) and 72,844 PRSUs (performance‑based); total = 170,500 units. Reported price per unit: $0.00.
• Shares owned after transaction: Not disclosed on this filing.
• Vesting/conditions:
  • Time‑based RSUs vest in three equal annual installments beginning March 1, 2027. (Each RSU = contingent right to 1 share.)
  • Performance RSUs are eligible to cliff vest after a performance period ending Dec 31, 2028, based on AirJoule’s absolute annualized total shareholder return; the reported figure is the target amount under the award.
• This was an award/grant (code A on the Form 4), not an open‑market purchase or sale.

Context

• These are derivative equity awards that convert into shares only if and when vesting and performance conditions are met; no immediate market transaction occurred. Such grants are common executive compensation and should not be read as an immediate buy/sell signal.