Airthings — Capital/Financing Update 2025

Sep 11, 2025

Airthings ASA – Successful completion of private placement

Airthings ASA – Successful completion of private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Oslo, 11 September 2025: Reference is made to the stock exchange announcement by Airthings ASA ("Airthings" or the "Company", OSE: AIRX) on 8 September 2025, regarding a fully underwritten NOK 105 million capital injection through a private placement (the "Private Placement") of new shares to be followed by a subsequent repair offering (the "Subsequent Offering" and together with the Private Placement, the "Equity Offering"), each at a subscription price of NOK 0.10 per share (the "Offer Price").

The Company is pleased to announce that the Private Placement has been successfully placed, allocating 800,000,000 new shares at the Offer Price, raising gross proceeds to the Company of NOK 80 million. 164,910,169 shares were allocated to the consortium underwriting the full amount of the Equity Offering. The net proceeds from the Equity Offering will be used for working capital and general corporate purposes.

Firda AS, the Company's largest shareholder and currently holding 28.7% of the Company's shares is expected, as a result of the Private Placement and its underwriting commitments, to surpass 1/3 ownership (approx. 41.69%) of the Company upon and subject to completion of the Private Placement (but before completion of the Subsequent Offering), and in turn therefore be expected to trigger a mandatory offer obligation and thus be required to make a mandatory offer for the remaining shares at NOK 0.10 per share (the highest price paid by it the last six months) or reduce its holding below the threshold. Such offer, if required and made, will be made after completion of the Private Placement. As stated in previous announcements, the underwriters and subscribers in the Private Placement have all undertaken not to accept such mandatory offer, if made, for any shares held by them (both currently held shares and any shares acquired through the Private Placement or otherwise). With respect to the shares to be issued in the Subsequent Offering, it is expected that these will be issued after completion of any such mandatory offer, and thus not be eligible for acceptance thereof.

The Board has today resolved to conditionally allocate the new shares in the Private Placement, pending an extraordinary general meeting in the Company to be held on 30 September 2025 (the "EGM"), to approve the share capital increase pertaining to the Private Placement and issue of the new shares. The Board has furthermore resolved to propose that the EGM grants the Board an authorization to issue new shares in a potential Subsequent Offering. The notice to the EGM was released by the Company on 9 September 2025.

Notice of conditional allocation and payment instructions to the applicants in the Private Placement will be communicated by the Manager (as defined below) on or about 12 September 2025. Completion of the Private Placement will remain subject to (i) all necessary corporate resolutions being validly made by the Company, including the approval by the EGM of the Private Placement and issuance of the new shares, (ii) the filing of a de-listing application as described below and (iii) registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises and the new shares being validly issued and registered with the VPS. Items (i), (ii) and (iii) above are hereinafter referred to as the "Conditions".

Subject to fulfilment of Conditions, the Private Placement is expected to be settled shortly after the EGM. The new shares allocated to applicants in the Private Placement will be registered on a separate ISIN pending a prospectus (the "Prospectus") for the listing of such shares, and for the Subsequent Offering, being approved by the Norwegian Financial Supervisory Authority and published by the Company, and will pending such approval and publication not be tradable on the Oslo Stock Exchange.

Following (and subject to) the issuance of the new shares in the Private Placement (but prior to the Subsequent Offering), the Company will have a share capital of NOK 9,993,018.46 divided into 999,301,846 shares, each with a par value of NOK 0.01.

Allocation to primary insiders:

The following primary insiders of the Company (or persons closely associated with them) have been conditionally allocated shares in the Private Placement for a total of approx. NOK 37.6 million (approx. 47.1% of the Private Placement) at the Offer Price:

Firda AS (close associate to Chair of the Board Geir Førre): approx. NOK 35.9 million

A Management AS (close associate to Board member Aksel Lund Svindal: approx. NOK 1.7 million

Subsequent Repair Offering and equal treatment considerations

Completion of the Private Placement entails a deviation from the preferential rights of the existing shareholders. To ensure that all shareholders are afforded the same opportunity to subscribe for new shares and maintain their relative shareholding in the Company after completion of the Equity Offering, the Board has as previously announced resolved to propose that the EGM authorizes the Board to resolve a share capital increase in connection with a Subsequent Offering of up to 250,000,000 new shares in the Company, equal to approx. NOK 25,000,000 in gross proceeds.

The Subsequent Offering will be directed towards existing shareholders as of 8 September 2025 (as registered in VPS on 10 September 2025 (the "Record Date")) with less than 375,000 shares and who were not allocated shares in the Private Placement and are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders").

The subscription price in the Subsequent Offering will be equal to the Offer Price in the Private Placement. The Eligible Shareholders will receive non-transferrable subscription rights in the Subsequent Offering. Over-subscription with subscription rights, as well as subscription without subscription rights, will not be permitted in the Subsequent Offering. The Board will strive to ensure that all subscribers in the Subsequent Offering receive pro rata allocation in line with their existing shareholding in the Company as recorded in VPS on the Record Date. The Subsequent Offering is fully underwritten, and any unsubscribed shares above such pro rata allocation will be allocated to the underwriters.

The Subsequent Offering is subject to (i) completion of the Private Placement, including registration of the share capital increase; (ii) approval by the EGM to authorize the Board to issue new shares in the Subsequent Offering and the Board resolving a share capital increase to issue these new shares and (iii) the approval by Norwegian Financial Supervisory Authority, and publication by the Company, of an offering prospectus pertaining to the Subsequent Offering. The Company will revert in due course with update as to timing of the Subsequent Offering.

Advisors

DNB Carnegie, a part of DNB Bank ASA, has been appointed as manager for the Equity Offering (the "Manager").

For additional information or media requests, please contact:

Helge Øien, interim CEO ir@airthings.com

Disclosure

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

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.

Important notices:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company.

Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.