Initial Statement of Beneficial Ownership (Form 3)

FORM 3

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

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(Print or Type Responses)

1. Name and Address of Reporting Person * MacDonald Chad 2. Date of Event Requiring Statement (Month/Day/Year) 04/14/2026 3. Issuer Name and Ticker or Trading Symbol AirJoule Technologies Corp. [AIRJ] (Last) (First) (Middle) C/O AIRJOULE TECHNOLOGIES CORPORATION, 34361 INNOVATION DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) RONAN, MT 59864 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock 28,262 D

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Common Stock	69,375	(1)	D
Stock Options	(2)	06/06/2034	Class A Common Stock	243,579	$10.23	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	33,751	(3)	D
Performance Restricted Stock Units	(4)	(4)	Class A Common Stock	13,380	(4)	D
Restricted Stock Units	(5)	(5)	Class A Common Stock	164,063	(5)	D
Performance Restricted Stock Units	(6)	(6)	Class A Common Stock	52,570	(6)	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MacDonald Chad C/O AIRJOULE TECHNOLOGIES CORPORATION 34361 INNOVATION DRIVE RONAN, MT 59864			Chief Legal Officer

Signatures

Chad W. MacDonald		04/24/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The restricted stock units vest in three equal annual installments beginning on June 6, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
(2)	The stock option is vested with respect to 106,565 shares and will vest with respect to the remaining shares in substantially similar quarterly installments through June 6, 2028.
(3)	The restricted stock units vest in two substantially equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
(4)	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.
(5)	The restricted stock units vest in three equal annual installments beginning on March 1, 2027. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
(6)	The performance restricted stock units are eligible to cliff vest following the conclusion of a performance period ending December 31, 2028, based on the Issuer's absolute annualized total shareholder return over the performance period achieving certain thresholds. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The amount reported herein represents the target amount under the award.
Remarks: Exhibit 24 - Power of Attorney

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