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AIR Global PLC (AIIR) CEO discloses 1.08M shares with earnout and award vesting terms

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

AIR Global PLC Chief Executive Officer and director Brazier Stuart Damon has filed an initial ownership report showing beneficial ownership of 1,081,757 Ordinary Shares. This position includes 34,547 Earnout Shares that vest only if share-price or change-of-control conditions are met and 356,263 shares underlying incentive and compensation awards that vest over time under their award terms.

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Insider Brazier Stuart Damon
Role Chief Executive Officer
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 1,081,757 shares (Direct, null)
Footnotes (1)
  1. Includes 34,547 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. Also includes 356,263 ordinary shares underlying awards pursuant to the Issuer's incentive and compensation arrangements, which shares vest in accordance with the terms of the underlying awards.
Total Ordinary Shares held 1,081,757 shares CEO Brazier Stuart Damon holdings on initial Form 3
Earnout Shares 34,547 shares Ordinary Shares subject to earnout conditions in CEO holdings
Incentive award underlying shares 356,263 shares Ordinary Shares underlying incentive and compensation arrangements
Earnout price hurdle $12.50 per share Required closing price for 20 trading days in a 30-day period
Earnout expiry date May 14, 2031 Unvested Earnout Shares forfeited after this date
Trading-day vesting condition 20 days in 30-day period Share-price condition for Earnout Shares to vest
Earnout Shares financial
"Includes 34,547 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 conditions financial
"subject to earnout conditions ("Earnout Shares"). The Earnout Shares will vest upon the earlier to occur of..."
Earnout Period financial
"trading days over a consecutive 30-day period during the Earnout Period, and (ii) certain early release events..."
incentive and compensation arrangements financial
"ordinary shares underlying awards pursuant to the Issuer's incentive and compensation arrangements, which shares vest..."
vest financial
"The Earnout Shares will vest upon the earlier to occur of..."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
forfeited financial
"Any Earnout Shares that have not vested by May 14, 2031 will be forfeited."
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SEC Form 3
FORM 3UNITED 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*
Brazier Stuart Damon
(Last)(First)(Middle)
C/O AIR GLOBAL PLC, FESTIVAL OFFICE
TOWER, DUBAI FESTIVAL CITY, 7TH FLOOR
(Street)
DUBAIUNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Shares1,081,757(1)(2)D
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 34,547 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.
2. Also includes 356,263 ordinary shares underlying awards pursuant to the Issuer's incentive and compensation arrangements, which shares vest in accordance with the terms of the underlying awards.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Mary-Ann Orr, as Attorney-in-Fact for Stuart Damon Brazier05/18/2026
** Signature of Reporting PersonDate
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

FAQ

What does the AIR Global PLC (AIIR) Form 3 filing disclose about CEO Brazier Stuart Damon?

The Form 3 shows CEO Brazier Stuart Damon beneficially owns 1,081,757 AIR Global PLC Ordinary Shares. This total includes performance-based Earnout Shares and time-based incentive awards that vest according to specific share-price and service conditions described in the filing’s footnotes.

How many AIR Global PLC (AIIR) Earnout Shares does the CEO currently hold?

The CEO’s holdings include 34,547 Ordinary Shares labeled as Earnout Shares. These will vest only if the share price reaches at least $12.50 for 20 trading days within a 30-day period or if specified early release corporate events occur during the Earnout Period.

What conditions govern vesting of the Earnout Shares for AIR Global PLC (AIIR)?

Earnout Shares vest if AIR Global PLC’s Ordinary Share closing price is at or above $12.50 for 20 trading days in a consecutive 30-day period, or upon certain qualifying merger, consolidation, or reorganization events, provided this occurs before May 14, 2031; otherwise they are forfeited.

What portion of AIR Global PLC (AIIR) CEO holdings relates to incentive awards?

The reported holdings include 356,263 Ordinary Shares underlying awards granted under AIR Global PLC’s incentive and compensation arrangements. These shares will vest according to the terms of the underlying awards, typically based on continued service, performance measures, or a combination of both.

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

The Form 3 functions as an initial ownership report and lists 1,081,757 Ordinary Shares held by the CEO. The entry is categorized as a holding, with no specific buy or sell transaction code, so it does not indicate a new market trade in this filing.