AirJoule Technologies Corp.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

Amended and Restated Executive Severance Plan

On August 12, 2025, the Compensation Committee of the Board of Directors of the Company adopted the AirJoule Technologies Corporation Amended and Restated Executive Severance Plan (the “Amended Plan”). The Amended Plan amends and restates the Montana Technologies Corporation Executive Severance Plan (the “Original Plan”) in its entirety.

Under the Amended Plan, as it relates to Matthew B. Jore (Chief Executive Officer of the Company), Stephen S. Pang (Chief Financial Officer of the Company) or Patrick C. Eilers (Executive Chairman of the Company), each of whom is a named executive officer (each, an “Executive”), if the applicable Executive experiences a termination of employment (i) by the Company without “cause” or by the Executive for “good reason” (each as defined in the Amended Plan) during the 12-month period following the consummation of a “change in control” of the Company (as defined in the Amended Plan), or (ii) by the Company without “cause”

during the three-month period prior to the consummation of the change in control (each, a “CIC Qualifying Termination”), the applicable Executive will be eligible to receive the following payments and benefits:

•

an amount equal to 18 months (or, for Mr. Jore, 24 months) of base salary, payable in a lump-sum;

•

an amount equal to 18 months (or, for Mr. Jore, 24 months) of the Company’s portion of monthly COBRA premium contributions for the Executive and his covered dependents, payable in a lump-sum; and

•

an amount equal to 150% (or, for Mr. Jore, 200%) of the Executive’s target annual cash performance bonus for the calendar year in which such CIC Qualifying Termination occurs, payable in a lump-sum.

The Amended Plan makes no changes to the other terms and conditions (including the severance payments and benefits that are available to the Executives upon other types of qualifying terminations) of the Original Plan, which are described in the Company’s 2025 Proxy Statement filed with the SEC on April 16, 2025.

The foregoing description of the Amended Plan is not complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is attached as Exhibit 10.6 to this Quarterly Report on Form 10-Q and incorporated into this Item 5 by reference.