AIR Global unit prices $425M in five-year notes

The five-year notes carry a 7.875% annual coupon, with settlement expected on or around October 1, 2026, subject to customary closing conditions.

Rhea-AI Filing Summary

AIR Global PLC's prospectus supplement states up to 154,623,867 ordinary shares and reports that its wholly owned subsidiary AIR Limited priced $425 million aggregate principal amount of senior unsecured notes. The notes have a five-year term, mature in 2031 and carry a 7.875% annual coupon. AIR Global PLC and certain AIR Limited subsidiaries will guarantee the notes on a senior basis.

AIR Limited expects to use gross proceeds to repay amounts outstanding under its term loan and revolving credit facilities, including related accrued interest, premiums, fees and expenses, and for general corporate purposes, including offering costs. The offering is expected to settle on or around October 1, 2026, subject to customary closing conditions.

Key Figures

Ordinary shares stated on prospectus cover: Up to 154,623,867 ordinary shares Notes aggregate principal amount: $425 million Coupon: 7.875% per annum +3 more

6 metrics

Ordinary shares stated on prospectus cover Up to 154,623,867 ordinary shares Amount stated on the AIR Global PLC prospectus supplement cover

Notes aggregate principal amount $425 million Senior unsecured notes priced by AIR Limited

Coupon 7.875% per annum AIR Limited notes

Term 5 years AIR Limited notes

Maturity 2031 AIR Limited notes

Expected settlement On or around October 1, 2026 Subject to customary closing conditions

Key Terms

senior unsecured notes, aggregate principal amount, gross proceeds, Rule 144A

4 terms

senior unsecured notes financial

"priced senior unsecured notes in an aggregate principal amount"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

aggregate principal amount financial

"in an aggregate principal amount of U.S.$ 425,000,000"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

gross proceeds financial

"use the gross proceeds from the offering of the Notes"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

Rule 144A regulatory

"pursuant to Rule 144A and Regulation S"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did AIR Limited price in notes for AIR Global PLC (AIIR)?

AIR Limited priced senior unsecured notes with an aggregate principal amount of $425 million.

What coupon and maturity apply to AIR Limited's notes associated with AIIR?

The notes carry a 7.875% annual coupon, have a five-year term and mature in 2031.

When is the AIR Limited notes offering expected to settle for AIIR?

Settlement is expected on or around October 1, 2026, subject to customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 04:35 PM Accepted by SEC EDGAR 09/23/2026 - 04:25 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-298609

Prospectus Supplement No. 3

(to Prospectus dated August 28, 2026)

UP TO 154,623,867 ORDINARY SHARES

OF

AIR GLOBAL PLC

This prospectus supplement amends and supplements the prospectus dated August 28, 2026 (the “Prospectus”), which forms part of our registration statement on Form F-1 (No. 333-298609). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K, furnished to the Securities and Exchange Commission (the “SEC”) on September 23, 2026 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our ordinary shares are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “AIIR.” On September 22, 2026, the last reported sale price of our ordinary shares as reported on Nasdaq was $7.49 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 23, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2026

Commission File Number: 001-43297

AIR Global PLC

(Translation of registrant’s name into English)

Festival Office Tower

Dubai Festival City, 7th Floor

Dubai

United Arab Emirates

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  Form 40-F 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On September 23, 2026, AIR Limited, a direct, wholly owned subsidiary of AIR Global PLC (the “Company”) issued a press release announcing the pricing of its offering of senior unsecured notes pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of the press release is furnished hereto as Exhibit 99.1.

SIGNATURE

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

Date: September 23, 2026

AIR Global PLC
By:	/s/ Stuart Brazier
	Name:	Stuart Brazier
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued by AIR Limited on September 23, 2026 announcing the pricing of its offering of senior unsecured notes.

Exhibit 99.1

PRESS RELEASE

AIR Limited Successfully Prices U.S.$ 425,000,000 bond

DUBAI, United Arab Emirates - September 23, 2026 - AIR Limited (the “Issuer”), a direct wholly owned subsidiary of AIR Global PLC (Nasdaq: AIIR) (the “Company” or “AIR”), has priced senior unsecured notes in an aggregate principal amount of U.S.$ 425,000,000 (the “Notes”). The Notes have a term of 5 years, maturing in 2031, and a coupon of 7.875% per annum. The Notes will be guaranteed on a senior basis by AIR and certain of the Issuer’s subsidiaries. The Issuer expects to use the gross proceeds from the offering of the Notes (the “Offering”) (i) to repay amounts outstanding under its term loan facility and revolving credit facility, including any accrued and unpaid interest, premiums, fees and expenses payable in connection with such repayment, and (ii) for general corporate purposes, including the payment of fees and expenses incurred in connection with the Offering. The Offering is expected to settle on or around October 1, 2026, subject to customary closing conditions.

About AIR

Founded in 1999 and headquartered in Dubai, AIR is a global consumer brands and innovation company with a presence in more than 90 markets worldwide. Its portfolio reaches millions of adult consumers across social inhalation and modern nicotine categories through brands including Al Fakher (flavored shisha molasses), Crown Switch (closed system pod vaping platform), Crown Gems, and Al Fakher nicotine pouches.

AIR's strategy combines category-leading brands, scientific research, and in-house innovation capabilities. Strategic investments such as Greentank and royalty-generating intellectual property partnerships such as Crown Bar enhance its participation in fast-growing nicotine and inhalation categories. The Company develops next-generation technologies and products, including OOKA.

By connecting brands, technology, science, and commercial partnerships, AIR is building a differentiated platform positioned to shape the future of adult consumer experiences.

Disclaimer

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States or any other jurisdiction and the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws of other jurisdictions.

The securities referred to herein are not being offered to the public in the European Economic Area (“EEA”) within the meaning of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”). In member states of the EEA, this announcement is directed only at persons who are “qualified investors” within the meaning of the EU Prospectus Regulation. This announcement must not be acted on or relied on in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which this announcement relates is available only to qualified investors in any member state of the EEA.

The securities referred to herein are not being offered to the public in the United Kingdom within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”). In the United Kingdom, this announcement is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of the UK Prospectus Regulation who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (as amended, the “Order”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) who are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom) (as amended, the “FSMA”) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).

This announcement is directed only at (i) in the United Kingdom, persons who are Relevant Persons and (ii) in any member state of the EEA, persons who are qualified investors. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and qualified investors in any member state of the EEA.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

No Offer or Solicitation

The Offering is being made by means of an offering memorandum. This press release is for informational purposes only and does not constitute (and shall not be construed as) an offer to sell or the solicitation of an offer to buy any securities of AIR Limited, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release contains “forward‑looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “seek,” “should,” “target,” “will,” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements in this press release include, but are not limited to, statements regarding: the expected occurrence of or date of settlement of the Offering; the expected use of proceeds from the Offering; and AIR’s strategy, market position and future business prospects.

Such forward‑looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the Issuer. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements.

Nothing in this press release should be regarded as a representation by the Issuer that the forward‑looking statements will be achieved. Forward‑looking statements speak only as of the date they are made, and the Issuer undertakes no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contacts

AIR Investor Relations:

Gaurav Jain: Gaurav.jain@air.global; +971-56-439-4296

Anuja Shendye: a.shendye@air.global; +971-58-907-8782 investor@air.global

AIR Media Relations:

ICR for AIR

For more information, email inquiries to AIRglobal@icrinc.com