Sec Form 4 Filing - EILERS PATRICK C @ AirJoule Technologies Corp. - 2025-02-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EILERS PATRICK C 2. Issuer Name and Ticker or Trading Symbol AirJoule Technologies Corp. [ AIRJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O AIRJOULE TECHNOLOGIES CORPORATION, 34361 INNOVATION DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2025 (Street) RONAN,, MT59864 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 1,779,276 ( 1 ) D Class A Common Stock 1,366,616 ( 2 ) I By: Patrick C. Eilers Revocable Trust Class A Common Stock 1,366,616 ( 3 ) I By: Eilers Dynasty Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 4 ) 02/12/2025 A 37,669 ( 4 ) ( 4 ) Class A Common Stock 37,669 $ 0 37,669 D Performance Restricted Stock Units ( 5 ) 02/12/2025 A 368,112 ( 5 ) ( 5 ) Class A Common Stock 368,112 $ 0 368,112 D Warrants $ 11.5 04/13/2024 03/14/2029 Class A Common Stock 1,069,711 1,069,711 ( 2 ) I By: Patrick C. Eilers Revocable Trust Warrants $ 11.5 04/13/2024 03/14/2029 Class A Common Stock 1,069,712 1,069,712 ( 3 ) I By: Eilers Dynasty Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EILERS PATRICK C C/O AIRJOULE TECHNOLOGIES CORPORATION 34361 INNOVATION DRIVE RONAN,, MT59864 X Executive Chairman Signatures /s/ Chad W. MacDonald, Attorney-in-fact 02/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )Represents securities acquired in the TEP Distribution. The reported securities include 298,382 shares subject to vesting pursuant to the Sponsor Support Agreement. ( 4 )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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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