Business Context and Reporting Period
Company: AirJoule Technologies Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2026
Event: Approval of performance-based restricted stock unit (RSU) awards for three executives under the 2024 Incentive Award Plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change reported is the grant of performance-based RSUs to the following executives, effective February 11, 2026:
- Matthew B. Jore: 116,822 target units
- Stephen S. Pang: 59,579 target units
- Patrick C. Eilers: 73,014 target units
Vesting is contingent upon the Company's absolute annualized total shareholder return (Absolute TSR) over a performance period ending December 31, 2028. Vesting ranges from 0% to 200% of the target based on TSR achievement levels.
Guidance, Outlook, and Risks
Management Commentary: The Compensation Committee established specific Absolute TSR targets for vesting tiers (Threshold, Target, Intermediate, Maximum). The filing does not disclose the specific numerical TSR targets required to achieve these tiers.
Contingencies and Unusual Items:
- Change in Control: Awards convert to time-based RSUs based on TSR calculated as of the Change in Control date.
- Termination: Specific provisions exist for vesting acceleration or conversion in cases of termination without cause, good reason resignation, death, or disability, particularly in relation to a Change in Control.
- Forfeiture: Unvested units are forfeited if service terminates prior to the Measurement Date, except under the specific conditions noted above.
Investor Verification Checklist
- Verify the specific Absolute TSR percentage targets required for the 50%, 100%, 150%, and 200% vesting tiers, as these are not explicitly stated in the summary text.
- Review the full text of the Performance-Based RSU Agreement (Exhibit 10.1) for detailed definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the Company's stock price performance relative to the "Beginning Price" (first 20 trading days of the performance period) to assess potential vesting outcomes.
- Monitor future filings for the Measurement Date determination (within 120 days after December 31, 2028).