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AIR Global (AIIR) CFO discloses 250,189 shares, including earnout awards

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

Rhea-AI Filing Summary

AIR Global PLC Chief Financial Officer Lotfy Bassem has filed an initial ownership report showing holdings of 250,189 Ordinary Shares. This stake includes 6,951 “Earnout Shares” that vest only if AIR Global’s share price reaches at least $12.50 for 20 trading days within a 30-day period or certain change-of-control events occur before May 14, 2031. It also includes 104,213 shares underlying awards granted under the company’s incentive and compensation arrangements, which will vest over time according to their award terms.

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Insider Lotfy Bassem
Role Chief Financial Officer
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 250,189 shares (Direct, null)
Footnotes (1)
  1. Includes 6,951 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 104,213 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 250,189 shares Beneficial ownership reported by CFO on Form 3
Earnout Shares 6,951 shares Subject to earnout vesting conditions
Earnout share price hurdle $12.50 per share Closing price condition for 20 days in 30-day period
Earnout expiry date May 14, 2031 Unvested Earnout Shares forfeited after this date
Incentive award underlying shares 104,213 shares Underlying the issuer’s incentive and compensation arrangements
Earnout Shares financial
"Includes 6,951 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
"Ordinary Shares subject to earnout conditions ("Earnout Shares"). The Earnout Shares will vest upon the earlier to occur of..."
Earnout Period financial
"for 20 trading days over a consecutive 30-day period during the Earnout Period"
incentive and compensation arrangements financial
"ordinary shares underlying awards pursuant to the Issuer's incentive and compensation arrangements"
vest financial
"which shares vest in accordance with the terms of the underlying awards."
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.
Understanding Insider Trading Forms →
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*
Lotfy Bassem
(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)
Chief Financial 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 Shares250,189(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 6,951 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 104,213 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 Bassem Lotfy05/15/2026
** 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 AIR Global (AIIR) CFO Lotfy Bassem report on this Form 3?

Lotfy Bassem reports beneficial ownership of 250,189 AIR Global Ordinary Shares. The position includes time-vested incentive awards and earnout-linked shares that depend on future share price or corporate transaction conditions before a specified 2031 deadline.

How many AIR Global (AIIR) shares held by the CFO are subject to earnout conditions?

The filing states that 6,951 of the CFO’s AIR Global Ordinary Shares are designated as Earnout Shares. These vest only if the stock trades at or above $12.50 for 20 days within 30 consecutive trading days, or certain qualifying corporate transactions occur.

What price condition applies to AIR Global (AIIR) CFO earnout shares?

Earnout Shares vest if AIR Global’s Ordinary Shares close at or above $12.50 for 20 trading days within a consecutive 30-day period. This performance hurdle must be met during the defined Earnout Period or through specified early release events tied to corporate transactions.

When do AIR Global (AIIR) CFO earnout shares expire if unvested?

Any Earnout Shares that have not vested by May 14, 2031 will be forfeited. This creates a long-dated incentive window, linking part of the CFO’s equity to the company’s share price performance and potential strategic transactions over that period.

How many AIR Global (AIIR) shares held by the CFO are tied to incentive awards?

The filing notes that 104,213 Ordinary Shares are underlying awards granted under AIR Global’s incentive and compensation arrangements. These shares vest over time according to the specific terms of the underlying awards, rather than being fully vested immediately.