EILERS PATRICK C 4

4 · AirJoule Technologies Corp. · Filed Feb 14, 2025

Form 4

Period: 2025-02-12

DirectorExecutive Chairman

Transactions

Award
Performance Restricted Stock Units
2025-02-12+368,112→ 368,112 total
→ Class A Common Stock (368,112 underlying)
Award
Restricted Stock Units
2025-02-12+37,669→ 37,669 total
→ Class A Common Stock (37,669 underlying)

Holdings

Class A Common Stock
1,779,276
Class A Common Stock
(indirect: By Trust)
1,366,616
Class A Common Stock
(indirect: By Trust)
1,366,616
Warrants
(indirect: By Trust)
Exercise: $11.50From: 2024-04-13Exp: 2029-03-14→ Class A Common Stock (1,069,711 underlying)
1,069,711
Warrants
(indirect: By Trust)
Exercise: $11.50From: 2024-04-13Exp: 2029-03-14→ Class A Common Stock (1,069,712 underlying)
1,069,712

Footnotes (5)

[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.

Documents

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