PATRICK C. EILERS - 12 Feb 2025 Form 4 Insider Report for AirJoule Technologies Corp. (AIRJ)

Role: Executive Chairman, Director
Signature: /s/ Chad W. MacDonald, Attorney-in-fact
Issuer symbol: AIRJ
Transactions as of: 12 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 14 Feb 2025, 19:49:42 UTC
Previous filing: 18 Sep 2024
Next filing: 10 Jun 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AIRJ	Class A Common Stock						1,779,276	12 Feb 2025	Direct	F1
holding	AIRJ	Class A Common Stock						1,366,616	12 Feb 2025	By: Patrick C. Eilers Revocable Trust	F2
holding	AIRJ	Class A Common Stock						1,366,616	12 Feb 2025	By: Eilers Dynasty Trust	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AIRJ	Restricted Stock Units	Award	$0	+37,669		$0.000000	37,669	12 Feb 2025	Class A Common Stock	37,669		Direct	F4
transaction	AIRJ	Performance Restricted Stock Units	Award	$0	+368,112		$0.000000	368,112	12 Feb 2025	Class A Common Stock	368,112		Direct	F5
holding	AIRJ	Warrants						1,069,711	12 Feb 2025	Class A Common Stock	1,069,711	$11.50	By: Patrick C. Eilers Revocable Trust	F2
holding	AIRJ	Warrants						1,069,712	12 Feb 2025	Class A Common Stock	1,069,712	$11.50	By: Eilers Dynasty Trust	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.