AIR Global (NASDAQ: AIIR) gains broad buyback powers after $52.45M deal

Rhea-AI Filing Summary

AIR Global PLC (AIIR) reported that shareholders at its August 24, 2026 Extraordinary General Meeting approved all proposals presented. The meeting was held in London and covered a targeted share repurchase, related agreements, broader buyback authorities and corporate governance changes to its articles of association.

Shareholders approved the repurchase of 5,000,000 ordinary shares beneficially owned by Harraden Circle Investors, LP and related entities at US$10.49 per share, for an aggregate purchase price of US$52.45 million, along with the related share repurchase contract tied to a prepaid share forward agreement entered into on May 11, 2026. They also granted the company general authority to repurchase ordinary shares in the future through both off‑market transactions, such as issuer tender offers or privately negotiated deals, and open‑market purchases on a securities exchange, subject to law, market rules, liquidity needs and directors’ fiduciary duties. Apart from the Harraden transaction, the company stated it has no other share repurchases currently planned.

In addition, shareholders approved amendments to the articles of association allowing notices of general meetings to be given by directing shareholders to a notice published on the company’s website, subject to applicable legal and stock exchange requirements. Voting support was high across proposals, with over 148 million shares cast in favor of the Harraden repurchase and related agreement out of total issued share capital of 160,386,602 shares.

Filing Explained

The meeting is complete and amended articles are furnished; the repurchase remains disclosed at the shareholder-approval stage.

The August 24, 2026 extraordinary meeting was completed, and the company furnished the amended and restated memorandum and articles approved there. The governance amendment is therefore reflected in the governing-document text accompanying this report.

All five proposals passed, but the off-market repurchase authority drew 16,204,734 votes against and the articles amendment drew 16,198,565 against, compared with 21,303 against for the specific Harraden repurchase.

The filing reports shareholder approval of the 5,000,000-share Harraden repurchase and its related agreement, while separately granting general authorities for future off-market and open-market repurchases.

Key Figures

Harraden repurchase shares: 5,000,000 ordinary shares Harraden repurchase price per share: US$10.49 per share Harraden repurchase aggregate price: US$52.45 million +5 more

8 metrics

Harraden repurchase shares 5,000,000 ordinary shares Shares to be repurchased from Harraden Circle Investors, LP and related entities

Harraden repurchase price per share US$10.49 per share Approved price for the 5,000,000-share repurchase

Harraden repurchase aggregate price US$52.45 million Total consideration for the 5,000,000-share repurchase

Total issued share capital 160,386,602 shares Total issued share capital stated with voting results

Proposal #1 votes for 148,449,584 shares Votes for Harraden Share Repurchase Proposal, 99.98% of votes cast

Proposal #3 votes for 132,266,153 shares Votes for Off-Market Share Repurchase Proposal, 89.08% of votes cast

Proposal #4 votes for 148,451,738 shares Votes for Open Market Share Repurchase Proposal, 99.98% of votes cast

Proposal #5 votes for 132,272,322 shares Votes for Articles Amendment Proposal, 89.08% of votes cast

Key Terms

Extraordinary General Meeting, prepaid share forward agreement, off-market transactions, issuer tender offers, +1 more

5 terms

Extraordinary General Meeting regulatory

"announced the results of an Extraordinary General Meeting ("EGM") of shareholders"

prepaid share forward agreement financial

"in connection with the prepaid share forward agreement entered into on May 11, 2026"

A prepaid share forward agreement is a contract where one party pays cash upfront for a future delivery of a company’s shares at a later date, often with the seller retaining some control over timing or source of the shares. Investors care because it creates a predictable cash inflow now and a potential increase in share count later, affecting ownership percentages, dilution, and how the transaction is reported on the company’s financial statements.

off-market transactions financial

"repurchase ordinary shares in the future through both off-market transactions"

Off-market transactions are transfers or sales of securities that occur outside a public stock exchange’s regular trading system, typically arranged directly between parties or through private negotiation or alternative trading venues. They matter to investors because these deals can move shares, affect ownership or liquidity, and may occur at prices that differ from the public market; think of it like selling a car privately instead of at a dealership auction.

issuer tender offers financial

"off-market transactions, including issuer tender offers or privately negotiated transactions"

An issuer tender offer is a formal proposal from a company to buy back its own securities (usually shares or bonds) from existing holders at a specified price and within a set time window. For investors it matters because accepting the offer changes how many securities remain outstanding, can alter the market price, income or voting power of remaining holders, and signals how the company is using cash — similar to a store offering to repurchase some of its own products to reduce stock on the shelf.

articles of association regulatory

"amendments to the Company’s articles of association to permit notices"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

FAQ

What major actions did AIR Global PLC (AIIR) shareholders approve at the August 2026 EGM?

Shareholders approved a 5,000,000‑share repurchase from Harraden Circle Investors at US$10.49 per share, the related share repurchase contract, broad authorities for future off‑market and open‑market share repurchases, and amendments to the articles of association regarding how general meeting notices may be delivered.

What are the terms of AIR Global PLC (AIIR)'s Harraden share repurchase?

The company will repurchase 5,000,000 ordinary shares beneficially owned by Harraden Circle Investors, LP and related entities at US$10.49 per share, for a total purchase price of US$52.45 million. This repurchase is linked to a prepaid share forward agreement dated May 11, 2026.

What future share repurchase authorities did AIR Global PLC (AIIR) receive?

Shareholders granted AIR general authority to repurchase ordinary shares in the future through off‑market transactions, including issuer tender offers or privately negotiated transactions, and open‑market purchases on a securities exchange, subject to legal requirements, market rules, liquidity needs and directors’ fiduciary duties.

Did AIR Global PLC (AIIR) indicate any additional buybacks beyond the Harraden transaction?

The company stated that, other than the Harraden repurchase approved at the EGM, it currently has no other share repurchases planned, despite having general authority to conduct future off‑market and open‑market buybacks.

How did AIR Global PLC (AIIR) change its articles of association?

Shareholders approved amendments to the articles of association permitting notices of general meetings to be given by drawing shareholders’ attention to a notice published on the company’s website, subject to applicable legal and stock exchange requirements.

What were the voting results for AIR Global PLC (AIIR)'s Harraden repurchase proposal?

For the Harraden Share Repurchase Proposal, 148,449,584 shares voted for and 21,303 against. This represented 99.98% of votes cast and involved shares representing 92.55% of the company’s total issued share capital of 160,386,602 shares.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/26/2026 - 07:31 AM Accepted by SEC EDGAR 08/26/2026 - 07:30 AM Learn about SEC filing dates

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 August, 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 ☐

EXPLANATORY NOTE

On August 26, 2026, AIR Global PLC (the “Company”) issued a press release announcing the results of the Company’s extraordinary general meeting of its shareholders held on August 24, 2026 (the “EGM”), a copy of which is furnished as Exhibit 99.1 hereto.

A copy of the Company’s Amended and Restated Memorandum and Articles of Association, as approved by the EGM, is furnished as Exhibit 3.1 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: August 26, 2026

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

EXHIBIT INDEX

Exhibit		Description
3.1		Amended Articles of Association of AIR Global PLC
99.1		Press release of AIR Global PLC, dated August 26, 2026

Exhibit 99.1

AIR Announces Results of Extraordinary General Meeting of Shareholders

DUBAI, United Arab Emirates — August 26, 2026 — AIR Global PLC (“AIR” or the “Company”) (NASDAQ: AIIR), a global leader in advanced flavored inhalation technologies and pioneer of next-generation nicotine delivery systems, today announced the results of an Extraordinary General Meeting ("EGM") of shareholders held at 2:00 p.m. London time on August 24, 2026, at Sovereign Gate, 18-20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom.

All of the proposals submitted to shareholders at the EGM were approved.

Shareholders approved the repurchase by the Company of 5,000,000 ordinary shares beneficially owned by Harraden Circle Investors, LP and related Harraden entities, at a price of US$10.49 per share, representing an aggregate purchase price of US$52.45 million. Shareholders also approved the related share repurchase contract in connection with the prepaid share forward agreement entered into on May 11, 2026.

Shareholders further granted the Company general authorities to repurchase ordinary shares in the future through both off-market transactions, including issuer tender offers or privately negotiated transactions, and open market purchases on a securities exchange. These authorities are intended to provide the Board with flexibility to manage the Company’s capital structure efficiently, subject to applicable law, market rules, liquidity requirements and the directors’ fiduciary duties. Other than the Harraden repurchase, the Company has no other share repurchases currently planned.

In addition, shareholders approved amendments to the Company’s articles of association to permit notices of general meetings to be given by drawing shareholders’ attention to a notice published on the Company’s website, subject to applicable legal and stock exchange requirements.

Details of the votes received, and how the votes were cast, for each resolution are set out below.

Total issued share capital: 160,386,602 shares

Proposal #1 Harraden Share Repurchase Proposal
	For	Against	Abstained
Total shares voted	148,449,584	21,303	6
% of voted	99.98%	0.01%	-
% of total issued share capital	92.55%	0.01%	-

Proposal #2 Harraden Share Repurchase Agreement Proposal
	For	Against	Abstained
Total shares voted	148,449,536	21,351	6
% of voted	99.98%	0.01%	-
% of total issued share capital	92.55%	0.01%	-

Proposal #3 Off-Market Share Repurchase Proposal
	For	Against	Abstained

Total shares voted	132,266,153	16,204,734	6
% of voted	89.08%	10.91%	-
% of total issued share capital	82.46%	10.10%	-

Proposal #4 Open Market Share Repurchase Proposal
	For	Against	Abstained
Total shares voted	148,451,738	19,149	6
% of voted	99.98%	0.01%	-
% of total issued share capital	92.55%	0.01%	-

Proposal #5 Articles Amendment Proposal
	For	Against	Abstained
Total shares voted	132,272,322	16,198,565	6
% of voted	89.08%	10.91%	-
% of total issued share capital	82.47%	10.09%	-

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.

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.

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, including, among others: statements regarding the announced annual general meeting; the Company’s ability to execute its product development and commercialization strategy; and other risks described in the Company’s filings with the SEC, including the Company’s Registration Statement on Form F-4, as amended, and subsequent furnished or filed reports.

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.

No Offer or Solicitation

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 the Company, 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.

Contacts

AIR Investor Relations:

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

Anuja Shendye: Anuja.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

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 60.4 KB

Other Documents

• EX-3.1 EX-3.1 438.0 KB