AIR Global approves $0.28 fiscal 2027 dividend

AIR expects shareholder distributions to be funded from equity free cash flow and net leverage to be at or below 2.0x by December 2027.

Rhea-AI Filing Summary

AIR Global PLC's prospectus supplement registers up to 154,623,867 ordinary shares and incorporates the company's October 15, 2026 announcement of a capital-return framework.

The Board approved a fiscal 2027 cash dividend of US$0.28 per share, to be paid in quarterly installments beginning with the reporting of first-quarter 2027 results, which AIR expects to announce in May 2027. AIR intends to repurchase up to US$100 million of shares by December 2029, subject to market conditions, capital requirements and applicable regulatory approvals. AIR expects distributions to be funded from equity free cash flow, which it defines as cash flow from operations less capital expenditures on property, plant and equipment and intangible assets, interest expense, and principal and interest payments on lease liabilities. AIR expects net leverage to be at or below 2.0x by December 2027.

2 points · 0 major

PositiveiHow this balance works

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0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointFiscal 2027 cash dividend of US$0.28 per share received Board approval.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Conditional repurchases: up to US$100 million by December 2029. 8.6% of market cap

Negative

• None.

Key Figures

Registered ordinary shares: Up to 154,623,867 ordinary shares Last reported sale price: $7.48 per share Fiscal 2027 cash dividend: US$0.28 per share +2 more

5 metrics

Registered ordinary shares Up to 154,623,867 ordinary shares Prospectus supplement cover

Last reported sale price $7.48 per share October 14, 2026

Fiscal 2027 cash dividend US$0.28 per share Board-approved; quarterly installments planned to begin with first-quarter 2027 results

Share repurchases Up to US$100 million AIR intends to undertake repurchases by December 2029, subject to market conditions, capital requirements and applicable regulatory approvals

Net leverage At or below 2.0x Expected by December 2027

Key Terms

equity free cash flow, Adjusted EBITDA, net leverage, Rule 10b-18

4 terms

equity free cash flow financial

"equity free cash flow, which it defines as"

Equity free cash flow is the amount of cash a company generates that is available to pay shareholders after it pays operating costs, reinvests in the business, and handles debt-related payments and borrowings. Think of it as the household money left over after paying bills, fixing the house, and settling loans—funds that could be used for dividends, share buybacks, or retained for future needs. Investors use it to judge how much real cash a company can return to owners and to value a stock.

Adjusted EBITDA financial

"continued growth in Adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

net leverage financial

"net leverage will decline over time"

Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.

Rule 10b-18 regulatory

"requirements of Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Offering Details

other · Up to 154,623,867 ordinary shares

Offering

Offering Type other

Securities Offered Ordinary shares

Offering Amount Up to 154,623,867 ordinary shares

FAQ

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

What dividend did AIIR approve for fiscal 2027?

AIR's Board approved a fiscal 2027 cash dividend of US$0.28 per share, to be paid in quarterly installments beginning with the reporting of first-quarter 2027 results, which AIR expects to announce in May 2027.

How much stock does AIIR plan to repurchase?

AIR intends to undertake up to US$100 million of share repurchases by December 2029, subject to market conditions, capital requirements and applicable regulatory approvals.

How does AIIR define equity free cash flow?

AIR defines equity free cash flow as cash flow from operations, less capital expenditures for property, plant and equipment and intangible assets, less interest expense, and less principal and interest payments on lease liabilities.

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

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Available on EDGAR 10/15/2026 - 06:04 PM EDT Accepted by SEC EDGAR 10/15/2026 - 06:01 AM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-298609

Prospectus Supplement No. 5

(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 October 15, 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 October 14, 2026, the last reported sale price of our ordinary shares as reported on Nasdaq was $7.48 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 October 15, 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 October, 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 October 15, 2026, AIR Global PLC (the “Company”) issued a press release announcing the establishment of a capital return framework, including a dividend policy and a share repurchase program, a copy of which is furnished as Exhibit 99.1 hereto.

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: October 15, 2026

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

EXHIBIT INDEX

Exhibit		Description
99.1		Press release of AIR Global PLC, dated October 15, 2026

Exhibit 99.1

AIR Announces Capital Return Framework

Establishes Quarterly Dividend Policy and Share Repurchase Program Supported by Strong Cash Flow Generation

Dubai, UAE, 15 October 2026, – AIR today announced the establishment of a formal capital return framework designed to enhance shareholder returns while maintaining investment capacity for growth and preserving a disciplined balance sheet.

Under the framework, the Company intends to return capital to shareholders through a combination of regular cash dividends and share repurchases, supported by the Company's strong and growing equity free cash flow generation.

Quarterly Dividend Policy

AIR intends to initiate an annual cash dividend policy. For the 2027 fiscal year, the Company’s Board of Directors has approved a cash dividend of US$0.28 per share, to be paid in quarterly installments commencing with the reporting of our results for the first quarter of 2027, which are expected to be announced in May 2027.

Following the introduction of the dividend, AIR expects to maintain a progressive dividend policy, with potential future dividend growth supported by earnings expansion, free cash flow generation and the Company's financial position.

Share Repurchase Program

In addition, AIR intends to undertake up to US$100 million of share repurchases by December 2029, subject to market conditions, capital requirements and applicable regulatory approvals.

The share repurchase program would provide AIR with flexibility to return excess capital to shareholders while continuing to invest in the Company's strategic growth priorities. The program is expected to comply with the requirements of Rule 10b-18 under the U.S. Securities Act of 1933, as amended.

Disciplined Financial Policy

AIR expects to fund shareholder distributions from its equity free cash flow, which it defines as: Cash flow from operations, less capital expenditures (property, plant and equipment and intangible assets), less interest expense, and less principal and interest payments on lease liabilities.

The Company believes this approach aligns shareholder returns directly with sustainable cash generation and supports long-term value creation.

Continued Balance Sheet Strengthening

AIR expects continued growth in Adjusted EBITDA to support both shareholder returns and further balance sheet strengthening.

As a result, the Company anticipates that net leverage will decline over time and expects leverage to be at or below 2.0x by December 2027, while continuing to invest behind its growth strategy and capital allocation priorities.

Stuart Brazier, Chief Executive Officer of AIR, said:

"The establishment of our capital return framework reflects the significant progress AIR has made in transforming the business, strengthening profitability and increasing cash generation. As we continue to scale our reduced-risk product portfolio and deliver sustainable growth, we are committed to balancing investment in attractive growth opportunities with meaningful returns to shareholders. Today's announcement underscores our confidence in AIR's long-term prospects and our focus on creating durable shareholder value."

Bassem Lotfy, Chief Financial Officer of AIR, added:

"Our capital allocation framework is designed to support long-term value creation through a disciplined approach to deploying capital. We expect shareholder returns to be funded from the Company's equity free cash flow generation, while maintaining financial flexibility and continuing to strengthen the balance sheet. With continued growth in Adjusted EBITDA, we expect leverage to decline over time and to be at or below 2.0x by December 2027."

Capital Allocation Priorities

AIR's capital allocation framework remains focused on:

1.Investing in high-return organic growth opportunities;

2.Supporting the expansion of the Company's reduced-risk product portfolio;

3.Maintaining a strong balance sheet and prudent leverage profile; and

4.Returning excess capital to shareholders through dividends and share repurchases.

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, Nameless and Al Aseel (flavored shisha molasses) and Crown Switch (rechargeable pod vape system).

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.

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,” “commit,” “contemplate,” “continue,” “designed,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “seek,” “should,” “target,” “will,” “would,” 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: AIR’s capital return framework; the amount, timing and payment of future dividends, including AIR’s progressive dividend policy; the amount and timing of share repurchases under AIR’s share repurchase program; the expected sources of funding for shareholder returns; the expected regulatory compliance of share repurchases; AIR’s equity free cash flow generation; expected growth in Adjusted EBITDA; AIR’s expected net leverage levels; AIR’s future financial performance; AIR’s capital allocation priorities; long-term shareholder value creation; 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 Company. 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. Additionally, the declaration and payment of any future dividends remain subject to approval by AIR’s Board of Directors, and any future dividends and the execution of any share repurchases will depend on, among other things, AIR’s financial performance, market conditions, applicable legal and regulatory requirements and other factors.

Nothing in this press release should be regarded as a representation by the Company that the forward‑looking statements will be achieved. Forward‑looking statements speak only as of the date they are made, and the Company 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