AIR Global PLC director discloses indirect holdings

AIR Global PLC director Manuel Stotz has filed an initial statement of beneficial ownership, reporting indirect holdings of Ordinary Shares through several Kingsway-managed investment vehicles.

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Form Type

Rhea-AI Filing Summary

AIR Global PLC director Manuel Stotz has filed an initial statement of beneficial ownership, reporting indirect holdings of Ordinary Shares through several Kingsway-managed investment vehicles. The positions are held by Kingsway Fund - Frontier Consumer Franchises and four Kingsway FCF Overflow SPC Segregated Portfolios.

Some of these holdings include Earnout Shares that vest only if AIR Global PLC’s share price reaches $12.50 for 20 trading days within a 30-day period during the earnout period or upon specified early release events, and any unvested Earnout Shares will be forfeited after May 14, 2031.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Stotz Manuel

Role Director, 10% Owner

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 46,876,625 shares (Indirect, By Kingsway Fund - Frontier Consumer Franchises); Ordinary Shares — 30,921,786 shares (Indirect, By Kingsway FCF Overflow SPC - Segregated Portfolio One); Ordinary Shares — 2,567,069 shares (Indirect, By Kingsway FCF Overflow SPC - Segregated Portfolio Two); Ordinary Shares — 6,064,204 shares (Indirect, By Kingsway FCF Overflow SPC - Segregated Portfolio Five); Ordinary Shares — 10,974,695 shares (Indirect, By Kingsway FCF Overflow SPC - Segregated Portfolio Six)

Footnotes (6)

F1. Includes 2,232,220 Ordinary Shares subject to earnout conditions ("Earnout Shares"). The Earnout Shares will vest upon the earlier to occur of: (i) the closing price of the AIR Global PLC ordinary shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (ii) certain early release events, including an AIR Global PLC merger, consolidation or reorganization in which the AIR Global PLC ordinary shares are converted or exchanged for the right to receive cash or registered publicly listed securities equal to or exceeding $12.50 per ordinary share. Any Earnout Shares that have not vested by May 14, 2031 will be forfeited. . See footnote (6) for a description of AIR Earnout Shares.
F2. Includes 1,472,466 Earnout Shares.
F3. Includes 122,241 Earnout Shares.
F4. Includes 288,771 Earnout Shares.
F5. Includes 522,604 Earnout Shares.
F6. Kingsway Capital Partners Limited (the "Investment Manager"), serves as the investment manager to each of the Kingsway Fund - Frontier Consumer Franchises, Kingsway FCF Overflow SPC - Segregated Portfolio One, Kingsway FCF Overflow SPC - Segregated Portfolio Two, Kingsway FCF Overflow SPC - Segregated Portfolio Five, and Kingsway FCF Overflow SPC - Segregated Portfolio Six (collectively, the "Kingsway Entities"). The Reporting Person is the Chief Executive Officer of the Investment Manager. The Investment Manager may be deemed to be the beneficial owner of all of the ordinary shares held by the Kingsway Entities. The Reporting Person, as Chief Executive Officer of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the ordinary shares held by the Kingsway Entities.

Key Figures

Indirect holding via Kingsway Fund - Frontier Consumer Franchises: 46,876,625 shares Indirect holding via Segregated Portfolio One: 30,921,786 shares Indirect holding via Segregated Portfolio Six: 10,974,695 shares +5 more

8 metrics

Indirect holding via Kingsway Fund - Frontier Consumer Franchises 46,876,625 shares Ordinary Shares held indirectly as of May 15, 2026

Indirect holding via Segregated Portfolio One 30,921,786 shares Ordinary Shares held indirectly as of May 15, 2026

Indirect holding via Segregated Portfolio Six 10,974,695 shares Ordinary Shares held indirectly as of May 15, 2026

Indirect holding via Segregated Portfolio Five 6,064,204 shares Ordinary Shares held indirectly as of May 15, 2026

Indirect holding via Segregated Portfolio Two 2,567,069 shares Ordinary Shares held indirectly as of May 15, 2026

Aggregate Earnout Shares reference 2,232,220 shares Ordinary Shares subject to earnout conditions during Earnout Period

Earnout price condition $12.50 per share Closing price target for 20 of 30 trading days

Earnout forfeiture date May 14, 2031 Unvested Earnout Shares forfeited after this date

Key Terms

Earnout Shares, Earnout Period, beneficial owner, Segregated Portfolio, +1 more

5 terms

Earnout Shares financial

"Includes 2,232,220 Ordinary Shares subject to earnout conditions ("Earnout Shares")."

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

Earnout Period financial

"during the Earnout Period, and (ii) certain early release events"

beneficial owner financial

"may be deemed to be the beneficial owner of all of the ordinary shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Segregated Portfolio financial

"Kingsway FCF Overflow SPC - Segregated Portfolio Six"

investment manager financial

"serves as the investment manager to each of the Kingsway Fund"

FAQ

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

What does AIR Global PLC (AIIR) Form 3 filed by Manuel Stotz show?

The Form 3 shows that Manuel Stotz, a director and ten percent owner, reports indirect beneficial ownership of AIR Global PLC Ordinary Shares through multiple Kingsway investment entities, including Kingsway Fund - Frontier Consumer Franchises and several Kingsway FCF Overflow SPC Segregated Portfolios.

How are Manuel Stotz’s AIR Global PLC (AIIR) shares held?

The shares are held indirectly through Kingsway-managed vehicles. These include Kingsway Fund - Frontier Consumer Franchises and Kingsway FCF Overflow SPC Segregated Portfolios One, Two, Five, and Six, with Kingsway Capital Partners Limited acting as investment manager to these Kingsway Entities.

What are Earnout Shares in the AIR Global PLC (AIIR) Form 3?

Earnout Shares are Ordinary Shares that vest only if performance conditions are met. For AIR Global PLC, vesting requires a $12.50 share price for 20 trading days in a 30-day period during the earnout period or specified early release events, otherwise they are forfeited by May 14, 2031.

How many Earnout Shares are referenced for AIR Global PLC (AIIR)?

The disclosure notes several Earnout Share components, including 2,232,220 Earnout Shares in one aggregate reference, plus specific amounts of 1,472,466, 122,241, 288,771, and 522,604 Earnout Shares tied to individual Kingsway entities, all subject to the stated vesting conditions.

Does the AIR Global PLC (AIIR) Form 3 show recent insider buying or selling?

The Form 3 functions as an initial ownership statement and lists holdings rather than transactions. The entries are coded as holdings without identified buy or sell transaction codes, indicating disclosure of existing indirect positions rather than new market trades.

Who may be deemed the beneficial owner of AIR Global PLC (AIIR) shares held by Kingsway entities?

Kingsway Capital Partners Limited, as investment manager to the Kingsway Entities, may be deemed beneficial owner of their ordinary shares. As Chief Executive Officer of the investment manager with investment discretion, Manuel Stotz may also be deemed beneficial owner of those ordinary shares.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:05 PM EDT

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Stotz Manuel

(Last)

(First)

(Middle)

C/O AIR GLOBAL PLC, FESTIVAL OFFICE

TOWER, DUBAI FESTIVAL CITY, 7TH FLOOR

(Street)

DUBAI

UNITED ARAB EMIRATES

(City)

(State)

(Zip)

UNITED ARAB EMIRATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2026

3. Issuer Name and Ticker or Trading Symbol
AIR Global PLC [ AIIR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	46,876,625⁽¹⁾	I	By Kingsway Fund - Frontier Consumer Franchises⁽⁶⁾
Ordinary Shares	30,921,786⁽²⁾	I	By Kingsway FCF Overflow SPC - Segregated Portfolio One⁽⁶⁾
Ordinary Shares	2,567,069⁽³⁾	I	By Kingsway FCF Overflow SPC - Segregated Portfolio Two⁽⁶⁾
Ordinary Shares	6,064,204⁽⁴⁾	I	By Kingsway FCF Overflow SPC - Segregated Portfolio Five⁽⁶⁾
Ordinary Shares	10,974,695⁽⁵⁾	I	By Kingsway FCF Overflow SPC - Segregated Portfolio Six⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Includes 2,232,220 Ordinary Shares subject to earnout conditions ("Earnout Shares"). The Earnout Shares will vest upon the earlier to occur of: (i) the closing price of the AIR Global PLC ordinary shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (ii) certain early release events, including an AIR Global PLC merger, consolidation or reorganization in which the AIR Global PLC ordinary shares are converted or exchanged for the right to receive cash or registered publicly listed securities equal to or exceeding $12.50 per ordinary share. Any Earnout Shares that have not vested by May 14, 2031 will be forfeited. . See footnote (6) for a description of AIR Earnout Shares.

2. Includes 1,472,466 Earnout Shares.

3. Includes 122,241 Earnout Shares.

4. Includes 288,771 Earnout Shares.

5. Includes 522,604 Earnout Shares.

6. Kingsway Capital Partners Limited (the "Investment Manager"), serves as the investment manager to each of the Kingsway Fund - Frontier Consumer Franchises, Kingsway FCF Overflow SPC - Segregated Portfolio One, Kingsway FCF Overflow SPC - Segregated Portfolio Two, Kingsway FCF Overflow SPC - Segregated Portfolio Five, and Kingsway FCF Overflow SPC - Segregated Portfolio Six (collectively, the "Kingsway Entities"). The Reporting Person is the Chief Executive Officer of the Investment Manager. The Investment Manager may be deemed to be the beneficial owner of all of the ordinary shares held by the Kingsway Entities. The Reporting Person, as Chief Executive Officer of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the ordinary shares held by the Kingsway Entities.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Mary-Ann Orr, as Attorney-in-Fact for Manuel Stotz	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR