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AIR Global PLC (AIIR) officer discloses 303,732 share stake

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

Rhea-AI Filing Summary

AIR Global PLC insider Barry Ronan, an officer of the company, has reported beneficial ownership of 303,732 Ordinary Shares. This total includes 10,604 Earnout Shares that vest only if the share price reaches at least $12.50 for 20 trading days within a 30-day period during the defined Earnout Period or upon certain qualifying corporate events before May 14, 2031.

The holding also includes 81,038 Ordinary Shares underlying incentive and compensation awards that will vest according to their award terms, meaning a portion of his reported stake is subject to future performance or service-based vesting conditions.

Positive

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Negative

  • None.
Insider Barry Ronan
Role See Remarks
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 303,732 shares (Direct, null)
Footnotes (1)
  1. Includes 10,604 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 81,038 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.
Beneficial ownership 303,732 Ordinary Shares Total shares beneficially owned by Barry Ronan
Earnout Shares 10,604 Ordinary Shares Subject to earnout conditions tied to $12.50 share price
Earnout price hurdle $12.50 per Ordinary Share Price target required for Earnout Shares to vest
Earnout vesting deadline May 14, 2031 Unvested Earnout Shares forfeited after this date
Incentive award underlying shares 81,038 Ordinary Shares Underlying awards under incentive and compensation arrangements
Earnout Shares financial
"Includes 10,604 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
"for 20 trading days over a consecutive 30-day period during the Earnout Period"
incentive and compensation arrangements financial
"Also includes 81,038 ordinary shares underlying awards pursuant to the Issuer's incentive and compensation arrangements"
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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*
Barry Ronan
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
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 Shares303,732(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 10,604 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 81,038 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:
Chief Legal and Corporate Affairs Officer Exhibit 24 - Power of Attorney.
/s/ Mary-Ann Orr, as Attorney-in-Fact for Ronan Liam Barry05/18/2026
** 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

Who is Barry Ronan in relation to AIR Global PLC (AIIR)?

Barry Ronan is an officer of AIR Global PLC. In this insider filing, he reports beneficial ownership of 303,732 Ordinary Shares. His title is referenced as “See Remarks,” but he is identified specifically as an officer rather than a director or major shareholder.

How many AIR Global PLC (AIIR) shares does Barry Ronan report owning?

Barry Ronan reports beneficial ownership of 303,732 Ordinary Shares. This figure includes earnout-linked shares and shares underlying incentive awards that may vest over time, so not all of the reported stake is currently vested or freely tradable.

What are the Earnout Shares disclosed for AIR Global PLC (AIIR)?

The filing includes 10,604 Earnout Shares. These Ordinary Shares vest if the share price reaches at least $12.50 for 20 trading days in a 30-day window during the Earnout Period or certain qualifying transactions occur before May 14, 2031, otherwise they are forfeited.

What happens to AIR Global PLC (AIIR) Earnout Shares if conditions are not met?

Unvested Earnout Shares are forfeited. Any of the 10,604 Earnout Shares that have not vested by May 14, 2031, based on the $12.50 price condition or specified early release events, will be cancelled and no longer part of Barry Ronan’s beneficial holdings.

What incentive awards are included in Barry Ronan’s AIR Global PLC (AIIR) holdings?

The reported holdings include 81,038 Ordinary Shares underlying incentive awards. These shares are tied to AIR Global PLC’s incentive and compensation arrangements and will vest in line with the terms of those awards, which may be performance or time-based.

Does the AIR Global PLC (AIIR) filing show any recent share purchase or sale by Barry Ronan?

The filing reflects reported holdings, not a specific buy or sell transaction. It lists Barry Ronan’s beneficial ownership of 303,732 Ordinary Shares, including earnout and incentive-related shares, without detailing an open-market purchase or sale on the reported date.