Airthings

M&A Activity • Nov 18, 2025

Airthings - Statement on mandatory offer

Airthings - Statement on mandatory offer

This statement is made by the Board of Airthings ASA (“Airthings” or the “Company”) in accordance with Section 6-16 of the Norwegian Securities Trading Act, in connection with the mandatory cash offer (the “Offer”) from Firda AS (“Firda” or the “Offeror”) to acquire all issued and outstanding shares in Airthings not already owned by Firda, for a cash consideration of NOK 0.10 per share (the “Offer Price”), pursuant to the terms set out in the offer document prepared by the Offeror and dated 3 November 2025 (the “Offer Document”).

The Norwegian Financial Supervisory Authority, in its capacity as the takeover authority of Norway, has determined that the Board of Directors of Airthings, excluding the chair Geir Førre and board member Lauga Oskarsdottir, due to their affiliation with the Offeror (the “Board”), is authorized to issue this statement on behalf of the Company, cf. section 6-16 (4) of the Norwegian Securities Trading Act.

Background for the Offer

The Company announced on 11 September 2025 the completion of a private placement raising gross proceeds of NOK 80 million through the issuance of 800,000,000 new shares in the Company at a subscription price of NOK 0.10 per share (the "Private Placement"). Firda was allocated 301,421,960 new shares in the Private Placement and, in addition, subscribed for 57,934,935 unsubscribed new shares pursuant to its underwriting commitments in the Private Placement.

Upon delivery of the shares subscribed for in the Private Placement and the shares subscribed for under its underwriting commitment, Firda become the holder of 41.69% of the issued shares of the Company and thereby triggering an obligation to make a mandatory offer for the remaining shares in the Company that it does not already own, in accordance with Chapter 6 of the Norwegian Securities Trading Act.

Key terms of the Offer

The complete terms of the Offer are set out in the Offer Document, which has been approved by the Norwegian Financial Supervisory Authority in accordance with section 6-14 of the Norwegian Securities Trading Act and subsequently submitted to all shareholders of the Company with known residence, except for shareholders who reside in a jurisdiction where the Offer cannot be legally made. The Offer Document is also available on the following webpage: www.dnb.no/emisjoner.

Below is a short summary of the Offer based on the information in the Offer Document. Complete and detailed information about the Offer is set out in the Offer Document and shareholders are urged to familiarize themselves with the Offer Document prior to making a decision on whether or not to accept the Offer.

Offer Price: The Offer Price is NOK 0.10 in cash per Airthings share. The Offer Price is the same as the subscription price in the Private Placement, and represents the highest payment the Offeror or any of its related parties has made or agreed to in the six-month period prior to the point at which the mandatory bid obligation was triggered.

Acceptance Period: The period in which the Offer is open for acceptance is from and including 4 November 2025 to 2 December 2025 at 16:30 (CET). The Offeror has stated that the acceptance period will not be extended, unless a new bid is deemed to have been made, as per section 6-10 (5) of the Norwegian Securities Trading Act.

It is noted that any acceptance of the Offer by the shareholders will be irrevocable, meaning that acceptances cannot be withdrawn by the shareholder once the acceptances have been received by the receiving agent for the Offer.

Conditions: Completion of the Offer is not subject to any conditions.

Financing: Firda will finance the Offer with existing funds. Firda has in accordance with section 6-10 (7) of the Norwegian Securities Trading Act provided a bank guarantee, issued by DNB Bank ASA, covering its obligation to pay for the shares to be purchased pursuant to the Offer. The wording of the bank guarantee is included in the Offer Document.

Shares covered by the Offer: The Offer comprises all the issued and outstanding Shares at the date of the Offer

Document other than the Shares already owned by Firda.

Any new shares issued by the Company during or after the Acceptance Period are not covered by the Offer. Furthermore, the underwriters and subscribers in the Private Placement have all undertaken not to accept the Offer for any shares held by them. With respect to the shares to be issued in the subsequent repair offering, these shares will be issued after completion of the Offer, and thus not be eligible for acceptance thereof.

Impact on the Company

The Offer will result in the Offeror becoming the owner of all shares validly tendered under the Offer.

The Offeror has stated in the Offer Document that it has no specific plans to make changes to the Company’s business. Regardless of outcome of the Offer, the Board notes that with its current shareholding of more than 41%, Firda has and will continue to have significant influence on the outcome of matters submitted for the vote at a general meeting of the Company, including appointment of board members.

Employees

The Offeror has stated in the Offer Document that it has no current plans to make changes to the Company’s workforce or senior management after the completion of the Offer outside ordinary course of business. While the Offeror has also stated there are no specific plans to make any reorganisation of the Company, it has reserved its position pending completion of its review of the Company following completion of the Offer.

The completion of the Offer will otherwise not in itself have any legal, economic, or other work-related consequences for the employees of the Company.

Assessment and considerations

The Board urges each shareholder to independently and carefully consider whether or not to accept the Offer and tender its shares into the Offer, taking into account, inter alia, the shareholder’s investment outlook, views on the Company's business and prospects as well as other relevant information. In particular, shareholders should consider the balancing of the offered price and any impact of a potential reduced future liquidity in and de-listing of the Company's shares.

The Board notes in this respect that the Offer Price represents a slight discount compared to recent trading prices of the Company's shares, and as of the date of this statement, the shares trade just above the Offer Price. The Board is also of the view that the longer-term value potential of the Company is greater than what is reflected in the Offer Price. At the same time, the liquidity in the Airthings' shares is and may continue to be limited, and the Offer does provide a liquidity option for shareholders seeking to monetize their shareholding in this situation.

As previously announced and approved by the Company's shareholders at an extraordinary general meeting on 30 September 2025, the Company has applied for a de-listing of the Company's shares from Euronext Oslo Børs. As of the date of this statement, Euronext Oslo Børs has not made a decision with regards to the de-listing application. When considering whether or not to accept the Offer, shareholders should therefore take into account its ability and willingness to remain shareholders in the Company as a non-listed entity.

Ultimately, the suitability of the Offer will depend on each shareholder’s individual financial situation, investment horizon and views. The Board hence encourages all shareholders to carefully make their own assessments in light of their own position before concluding whether or not accept the Offer.

The members of the Company's board and management who own shares in the Company have informed that they do not intend to accept the Offer for their shares. Furthermore, as follows from previous announcements and the Offer Document, the underwriters and subscribers in the Private Placement have all undertaken not to accept the Offer for any shares held by them.

Oslo, 18 November 2025

On behalf of the Board of Directors of Airthings ASA

Øystein Dahl Hem, board member

Lene Fjellheim, board member

Øyvind Birkenes, board member

Laoise Ballance, employee board member

Tore Havsø Sæstad, employee board member

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For additional information or media requests, please contact:

ir@airthings.com

About Airthings Airthings is a leading global technology company specializing in award-winning radon detectors and indoor air quality (IAQ) monitors for homes, workplaces, and schools. With a mission to empower people worldwide to understand and improve the air they breathe, Airthings offers accessible, accurate, and user-friendly solutions designed to enhance health and well-being through simple and affordable technology. Airthings has sold over 1 million devices worldwide. The company and its products have received the TIME Best Inventions Award and CES Innovation Award Honor. Headquartered in Oslo, Norway, with additional offices in the United States, Airthings continues to innovate and educate on the importance of continuous indoor air quality monitoring. For more information on Airthings’ comprehensive range of IAQ solutions and the benefits of healthy indoor air, please visit airthings.com.