AirJoule Technologies Corp. 8-K

What Happened AirJoule Technologies Corp. announced that on February 11, 2026 its Compensation Committee approved performance-based restricted stock unit (RSU) awards to three executives — Matthew B. Jore, Stephen S. Pang and Patrick C. Eilers — under the company’s 2024 Incentive Award Plan. The awards are tied to the company’s absolute annualized total shareholder return (Absolute TSR) over the performance period running February 11, 2026 through December 31, 2028.

Key Details

• Grant targets (units at target): Matthew B. Jore — 116,822 RSUs; Stephen S. Pang — 59,579 RSUs; Patrick C. Eilers — 73,014 RSUs.
• Vesting range: 0% to 200% of target depending on Absolute TSR; Threshold = 50%, Target = 100%, Intermediate = 150%, Maximum = 200% (with linear interpolation between levels).
• Measurement: Absolute TSR calculated using the first 20 trading days (Beginning Price) and final 20 trading days (Ending Price) of the performance period; Compensation Committee will determine results within 120 days after the period ends (the Measurement Date).
• Change in Control and termination: Awards convert to time‑based RSUs and include accelerated vesting and release conditions in defined Change in Control, death, disability, termination without cause, or resignation for good reason scenarios.
• Payment: Vested RSUs paid in shares or cash, as determined by the company, no later than March 15 of the year following vesting.

Why It Matters These awards align executive pay with shareholder returns by tying potential payout (0–200% of target) directly to Absolute TSR over a nearly three-year performance period. For investors, the grants indicate management’s incentives are linked to stock performance and include specific outcomes for change‑in‑control and various termination scenarios that could affect future share dilution and timing of potential share issuances.