AirJoule Technologies Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 11, 2026

AirJoule Technologies Corporation

(Exact name of registrant as specified in its charter)

(800) 942-3083

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 11, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of AirJoule Technologies Corporation (the “Company”) approved grants of performance-based restricted stock unit awards covering shares of the Company’s common stock (the “awards”) to each of Matthew B. Jore, Stephen S. Pang and Patrick C. Eilers (the “Executives”) under the Company’s 2024 Incentive Award Plan, as may be amended from time to time (the “Plan”) and the Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement thereunder (together, the “Performance-Based RSU Agreement”). The following description of the awards is subject to, and qualified in its entirety by reference to, the full text of the Performance-Based RSU Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

The awards consist of performance-based restricted stock units subject to vesting based on the Company’s absolute annualized total shareholder return (the “Absolute TSR RSUs”) over the performance period commencing on February 11, 2026 and ending on December 31, 2028 (the “Performance Period”).

The following is a brief description of the material terms and conditions of the awards.

Absolute TSR RSUs

General. Each Executive is eligible to vest in a number of restricted stock units ranging from 0% to 200% of the target number of Absolute TSR RSUs granted to such Executive, based on the Company’s absolute annualized total shareholder return (the “Absolute TSR”), as calculated based on the first 20 consecutive trading days of the Performance Period (the “Beginning Price”) and the final 20 consecutive trading days of the Performance Period (the “Ending Price”).

Vesting. Subject to the Executive’s continued service through the applicable vesting date, the actual number of Absolute TSR RSUs that vest will be determined by multiplying (i) the number of Absolute TSR RSUs (at target) granted to such Executive, by (ii) the applicable “vesting percentage,” which shall be determined based on the Company’s Absolute TSR during the Performance Period, as set forth below:

The Compensation Committee set specific Absolute TSR targets for each of the achievement levels referenced in the table above. If the Company’s Absolute TSR falls between the levels specified above, the percentage of Absolute TSR RSUs that vest will be determined using straight line linear interpolation between such levels.

Within 120 days after the conclusion of the Performance Period, the Compensation Committee will determine the Company’s Absolute TSR for the Performance Period and the number of Absolute TSR RSUs that have become vested (the date of such determination by the Compensation Committee, the “Measurement Date”). Any Absolute TSR RSUs that do not vest on or prior to the Measurement Date will thereupon be forfeited without consideration therefor and the applicable Executive will have no further right or interest in or with respect to such forfeited Absolute TSR RSUs.

Change in Control. If a “Change in Control” of the Company (as defined in the Plan) is consummated, subject to the Executive’s continued service immediately prior to the Change in Control, then the Absolute TSR RSUs will be deemed to convert into a number of unvested time-based restricted stock units immediately prior to such Change in Control, determined by multiplying (i) the number of Absolute TSR RSUs (at target) granted to such Executive, by (ii) the applicable “vesting percentage” set forth above, determined solely based on Absolute TSR calculated as though the Performance Period ended on the date of such Change in Control with an Ending Price equal to the per-share consideration paid or payable (as applicable) in the Change in Control. The resulting time-based restricted

stock units will be eligible to vest in full on the last day of the Performance Period based solely on the Executive’s continued service through such date (or, if the Absolute TSR RSUs are not assumed, replaced or substituted in connection with the Change in Control, will vest in full upon the Change in Control).

Certain Terminations of Service.

If the Executive’s service is terminated by the Company or its affiliates (collectively, the “Company Group”) without “cause” (as defined in the Performance-Based RSU Agreement) within three (3) months prior to the consummation of a Change in Control, then, subject to the Executive’s execution of an effective release of claims, the Absolute TSR RSUs shall be deemed converted into a number of time-based restricted stock units (as described above) upon the Change in Control and will vest in full upon the consummation of such Change in Control.

If the Executive’s service is terminated by the Company Group without cause or due to the Executive’s resignation for “good reason” (as defined in the Performance-Based RSU Agreement), in either case, within twelve (12) months after the date on which a Change in Control is consummated, then subject to the Executive’s execution of an effective release of claims, all of the time-based restricted stock units into which the Absolute TSR RSUs converted upon the Change in Control shall vest in full upon the date on which the release of claims becomes effective.

If, during the Performance Period and prior to the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or a termination by the Company Group due to the Executive’s “disability” (as defined in the Plan), a number of Absolute TSR RSUs will vest on the date on which the Executive’s service is terminated based on the target level of performance or, if greater and reasonably determinable at the time of the termination, based on the Company’s Absolute TSR during the Performance Period calculated as if the Performance Period had ended on the date of such termination of service.

If, during the Performance Period and on or after the date on which a Change in Control is consummated, the Executive’s service is terminated by reason of the Executive’s death or due to the Executive’s disability, all then-unvested time-based restricted stock units into which the Absolute TSR RSUs converted upon the Change in Control shall vest in full.

If, following the conclusion of the Performance Period but prior to the Measurement Date, the Executive’s service is terminated by the Company Group by reason of the Executive’s death or disability, or without cause or due to the Executive’s resignation for good reason, then (subject, in the case of a termination without cause or due to the Executive’s resignation for good reason, to the Executive’s execution of an effective release of claims), the Absolute TSR RSUs shall remain outstanding and eligible to vest upon the Measurement Date.

Except as described above, if the Executive’s service with the Company Group terminates for any reason prior to the Measurement Date, any then-unvested Absolute TSR RSUs will be cancelled and forfeited without consideration therefor and the Executive will have no further right or interest in or with respect to such forfeited Absolute TSR RSUs.

Payment. Any Absolute TSR RSUs that become vested will be paid to the Executive in shares of Company common stock or cash (as determined by the Company), in each case, as soon as administratively practicable after the vesting, but in no event later than March 15th of the calendar year following the calendar year in which the Absolute TSR RSUs vest.

Awards. The following amounts represent the number of Absolute TSR RSUs that would vest at target for each of the awards granted to the Executives:

Item 9.01 Financial Statements and Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.