AIRJ

SEC source: 0001213900-24-023670 · ownership.xml · derivative · entry 3

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

Transition Equity Partners, LLC · CIK 0001845169 · Managing Member

XMS XPDI Sponsor II Holdings LLC · CIK 0001899267 · Managing Member

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A common stock · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · kind: Reflects the conversion of 6,827,969 shares of Class B common stock, par value $0.0001 per share, of XPDB into 6,827,969 shares of common stock of Montana, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.

F4 · price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F4 · derivative.exercise_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F4 · derivative.expiration_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

SEC source: 0001213900-24-023670 · ownership.xml · derivative · entry 2

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

Transition Equity Partners, LLC · CIK 0001845169 · Managing Member

XMS XPDI Sponsor II Holdings LLC · CIK 0001899267 · Managing Member

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,827,969

Underlying: Class A common stock · 269,531 shares

Expires not disclosed

F4 · derivative.exercise_price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F5 · kind: On March 14, 2024, the Reporting Person forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

F5 · price: On March 14, 2024, the Reporting Person forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

F4 · derivative.exercise_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F4 · derivative.expiration_date: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

SEC source: 0001213900-24-023670 · ownership.xml · nonDerivative · entry 1

XPDI Sponsor II LLC · CIK 0001855453 · 10% owner

Transition Equity Partners, LLC · CIK 0001845169 · Managing Member

XMS XPDI Sponsor II Holdings LLC · CIK 0001899267 · Managing Member

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,827,969

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp. ("XPDB"), XPDB Merger Sub, LLC, and Montana Technologies LLC ("Legacy Montana") (the transactions contemplated thereby, the "Business Combination"), XPDB changed its name to Montana Technologies Corporation ("Montana").

F2 · kind: Reflects the conversion of 6,827,969 shares of Class B common stock, par value $0.0001 per share, of XPDB into 6,827,969 shares of common stock of Montana, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.

F4 · price: As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F3 · ownership.direct: This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

SEC source: 0001213900-24-023700 · ownership.xml · derivative · entry 2

JORE MATTHEW B · CIK 0001095460 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,759,642

Underlying: Class A Common Stock · 4,759,642 shares

Expires not disclosed

F2 · derivative.exercise_price: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder at any time upon written notice to the transfer agent of the Issuer. The Class B Common Stock will automatically convert into Class A Common Stock at the earliest of (1) the date that is seven years from the effective date of the Issuer's Second Amended and Restated Certificate of Incorporation (the "Charter") and (2) the first date on which the permitted holders of Class B Common Stock cease to own, in the aggregate, at least 33.0% of the number of Class B Common Stock issued following the effectiveness of the Charter, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction.

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer.

F1 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer.

F2 · derivative.exercise_date: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder at any time upon written notice to the transfer agent of the Issuer. The Class B Common Stock will automatically convert into Class A Common Stock at the earliest of (1) the date that is seven years from the effective date of the Issuer's Second Amended and Restated Certificate of Incorporation (the "Charter") and (2) the first date on which the permitted holders of Class B Common Stock cease to own, in the aggregate, at least 33.0% of the number of Class B Common Stock issued following the effectiveness of the Charter, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction.

F2 · derivative.expiration_date: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder at any time upon written notice to the transfer agent of the Issuer. The Class B Common Stock will automatically convert into Class A Common Stock at the earliest of (1) the date that is seven years from the effective date of the Issuer's Second Amended and Restated Certificate of Incorporation (the "Charter") and (2) the first date on which the permitted holders of Class B Common Stock cease to own, in the aggregate, at least 33.0% of the number of Class B Common Stock issued following the effectiveness of the Charter, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction.

SEC source: 0001213900-24-023700 · ownership.xml · nonDerivative · entry 1

JORE MATTHEW B · CIK 0001095460 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,931,654

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer.

F1 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer.

SEC source: 0001213900-24-023698 · ownership.xml · derivative · entry 2

Gutke Jeff · CIK 0002013912 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 285,579

Underlying: Class A Common Stock · 285,579 shares

Expires 2031-04-08

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. In addition, each Legacy Montana stock option was automatically converted into the right to receive stock options of the Issuer with the same terms and conditions

F2 · derivative.exercise_date: The stock option is fully vested and exercisable.

SEC source: 0001213900-24-023698 · ownership.xml · nonDerivative · entry 1

Gutke Jeff · CIK 0002013912 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 95,193

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. In addition, each Legacy Montana stock option was automatically converted into the right to receive stock options of the Issuer with the same terms and conditions

F1 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. In addition, each Legacy Montana stock option was automatically converted into the right to receive stock options of the Issuer with the same terms and conditions

SEC source: 0001213900-24-023702 · ownership.xml · derivative · entry 6

EILERS PATRICK C · CIK 0001246237 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By XPDI Sponsor II LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 6,827,969 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.exercise_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.expiration_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F2 · ownership.nature: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

SEC source: 0001213900-24-023702 · ownership.xml · derivative · entry 5

EILERS PATRICK C · CIK 0001246237 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By XPDI Sponsor II LLC

Disclosed balance after: 6,827,969

Underlying: Class A Common Stock · 269,531 shares

Expires not disclosed

F1 · derivative.exercise_price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F6 · kind: On March 14, 2024, the reporting person forfeited at no cost 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.exercise_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.expiration_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F2 · ownership.nature: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

SEC source: 0001213900-24-023702 · ownership.xml · nonDerivative · entry 4

EILERS PATRICK C · CIK 0001246237 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By TEP Montana, LLC

Disclosed balance after: 3,980,310

F5 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

F5 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

F3 · ownership.nature: The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

SEC source: 0001213900-24-023702 · ownership.xml · nonDerivative · entry 3

EILERS PATRICK C · CIK 0001246237 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By TEP Montana, LLC

Disclosed balance after: 3,322,058

F4 · kind: Reflects a pro-rata distribution in-kind to its members for no consideration.

F3 · ownership.nature: The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

SEC source: 0001213900-24-023702 · ownership.xml · nonDerivative · entry 2

EILERS PATRICK C · CIK 0001246237 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By TEP Montana, LLC

Disclosed balance after: 6,292,647

F3 · ownership.nature: The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

SEC source: 0001213900-24-023702 · ownership.xml · nonDerivative · entry 1

EILERS PATRICK C · CIK 0001246237 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By XPDI Sponsor II LLC

Disclosed balance after: 6,827,969

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F2 · ownership.nature: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

SEC source: 0001213900-24-023696 · ownership.xml · nonDerivative · entry 2

Porter Stuart D · CIK 0001520346 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Three Curve Capital LP

Disclosed balance after: 18,755,774

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

F1 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

F2 · ownership.nature: The reporting person is the sole shareholder of Three Curve Holding Corporation, which is the general partner of Three Curve Capital LP. As such, each of the foregoing entities and the reporting person may be deemed to share beneficial ownership of the securities held of record by Three Curve Capital LP. Each disclaims any such beneficial ownership, except to the extent, if any, of their pecuniary interest therein.

SEC source: 0001213900-24-023696 · ownership.xml · nonDerivative · entry 1

Porter Stuart D · CIK 0001520346 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 294,118

SEC source: 0001213900-24-023694 · ownership.xml · derivative · entry 2

Dabbar Paul · CIK 0001844438 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 30,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.exercise_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.expiration_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

SEC source: 0001213900-24-023694 · ownership.xml · nonDerivative · entry 1

Dabbar Paul · CIK 0001844438 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 30,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

SEC source: 0001213900-24-023692 · ownership.xml · derivative · entry 2

Baucus Max · CIK 0001906587 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,395

Underlying: Class A Common Stock · 71,395 shares

Expires 2031-03-15

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. In addition, each Legacy Montana stock option was automatically converted into the right to receive stock options of the Issuer with the same terms and conditions.

F2 · derivative.exercise_date: The stock option is fully vested and exercisable.

SEC source: 0001213900-24-023692 · ownership.xml · nonDerivative · entry 1

Baucus Max · CIK 0001906587 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 47,597

F1 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. In addition, each Legacy Montana stock option was automatically converted into the right to receive stock options of the Issuer with the same terms and conditions.

F1 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. In addition, each Legacy Montana stock option was automatically converted into the right to receive stock options of the Issuer with the same terms and conditions.

SEC source: 0001213900-24-024486 · ownership.xml · derivative · entry 4

Brombach Theodore J · CIK 0001718218 · Director · 10% owner

Spence John Yogi · CIK 0001718133 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By XPDI Sponsor II LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 6,827,969 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.exercise_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.expiration_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F2 · ownership.nature: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

SEC source: 0001213900-24-024486 · ownership.xml · derivative · entry 3

Brombach Theodore J · CIK 0001718218 · Director · 10% owner

Spence John Yogi · CIK 0001718133 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By XPDI Sponsor II LLC

Disclosed balance after: 6,827,969

Underlying: Class A Common Stock · 269,531 shares

Expires not disclosed

F1 · derivative.exercise_price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F5 · kind: On March 14, 2024, the Sponsor forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.exercise_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F1 · derivative.expiration_date: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F2 · ownership.nature: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

SEC source: 0001213900-24-024486 · ownership.xml · nonDerivative · entry 2

Brombach Theodore J · CIK 0001718218 · Director · 10% owner

Spence John Yogi · CIK 0001718133 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By XMS MT Holdings LLC

Disclosed balance after: 162,059

F4 · kind: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

F4 · price: Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

F3 · ownership.nature: The reporting persons are the managing members of XMS MT Holdings LLC. As a result, each of the reporting persons may be deemed to share beneficial ownership over the securities held by XMS MT Holdings LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

SEC source: 0001213900-24-024486 · ownership.xml · nonDerivative · entry 1

Brombach Theodore J · CIK 0001718218 · Director · 10% owner

Spence John Yogi · CIK 0001718133 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By XPDI Sponsor II LLC

Disclosed balance after: 6,827,969

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

F2 · ownership.nature: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.