Airgain appoints Stephan D. Memmen as director

The appointment raises Airgain's board from seven to eight members, while the stated equity awards vest in three annual installments.

Rhea-AI Filing Summary

Airgain, Inc. appointed Stephan D. Memmen as a Class II director, effective October 1, 2026, with an initial term expiring at the company’s 2027 annual meeting. The board determined he is independent under Nasdaq Stock Market listing rules and increased its size from seven to eight directors.

In connection with his appointment, Mr. Memmen was granted restricted stock units representing common shares valued at $50,000 and options valued at $50,000; the award quantities are calculated under the Director Compensation Policy. The options’ exercise price equals the common stock’s fair market value on the grant date. Both awards vest in three substantially equal annual installments on each of the first three anniversaries following the grant date. He will also receive cash compensation under the policy. His prior roles included Vice President of Strategy at Pulse Electronics Corporation and leadership positions at Amphenol Corporation.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Restricted stock unit award value: $50,000 Option award value: $50,000 Vesting installments: 3 substantially equal annual installments +2 more

5 metrics

Restricted stock unit award value $50,000 Granted in connection with the director appointment

Option award value $50,000 Granted in connection with the director appointment

Vesting installments 3 substantially equal annual installments On each of the first three anniversaries following the grant date

Board size Seven to eight directors Following Mr. Memmen’s appointment

Appointment effective date October 1, 2026 Effective date of Mr. Memmen’s appointment

Key Terms

Class II director, restricted stock units, exercise price, indemnification agreement

4 terms

Class II director technical

"appointed Mr. Memmen to the Board as a Class II director"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

restricted stock units financial

"granted restricted stock units representing shares of the Company’s common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

exercise price financial

"exercise price per share equal to the fair market value"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

indemnification agreement regulatory

"entered into the Company’s standard form of indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who did AIRG appoint to its board?

Airgain appointed Stephan D. Memmen as a Class II director, effective October 1, 2026, with an initial term expiring at the company’s 2027 annual meeting. The board determined that he is independent under Nasdaq Stock Market listing rules.

What compensation did AIRG's new director receive?

Stephan D. Memmen received restricted stock units representing common shares valued at $50,000 and options valued at $50,000, with award quantities calculated under Airgain’s Director Compensation Policy. Both awards vest in three substantially equal annual installments on each of the first three anniversaries following the grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false0001272842AIRGAIN, INC00012728422026-09-292026-09-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2026

AIRGAIN, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-37851	95-4523882
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3611 Valley Centre Drive Suite 150
San Diego, California				92130
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 760-579-0200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		AIRG		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Airgain, Inc. (the “Company”), and pursuant to the amended and restated bylaws of the Company, the Board appointed Stephan D. Memmen to the Board as a Class II director with an initial term expiring at the Company’s 2027 annual meeting of stockholders, effective October 1, 2026.

Mr. Memmen, 56, served as Vice President of Strategy for Pulse Electronics Corporation from 2015 to 2018. Previously Mr. Memmen was Chairman of the Board of Flexstar Technology Inc. from 2014 to 2015 and President and Chief Executive Officer from 2013 to 2014. Mr. Memmen was a private real estate investor from 2010 to 2012. Prior to that, Mr. Memmen held various leadership roles at Amphenol Corporation (NYSE: APH), from 2000 to 2010, including as Advisor to the Chief Executive Officer from 2008 to 2010, Vice President and Group General Manager, Mobile Consumer Products Group (Singapore) from 2006 to 2007, Group General Manager, Mobile Consumer Products (Hong Kong) in 2005, Group General Manager, Antenna & Hinge Products from 2003 to 2004, and General Manager, Amphenol T&M Antennas from 2000 to 2003. Previously, Mr. Memmen was the owner of T&M Antennas from 1991 to 2000, until its sale to Amphenol. Mr. Memmen served on the board of directors of JSP Philippines from 2009 to 2011.

In connection with his appointment to the Board, pursuant to the Company’s Non-Employee Director Compensation Program and Stock Ownership Guidelines (the “Director Compensation Policy”), Mr. Memmen was granted restricted stock units representing shares of the Company’s common stock valued at $50,000 and options to purchase shares of the Company’s common stock valued at $50,000, with the number of restricted stock units and options to be calculated in accordance with the Director Compensation Policy. The options have an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant. The foregoing awards will vest in three substantially equal annual installments on each of the first three anniversaries following the date of grant. Mr. Memmen will also receive cash compensation for his service on the Board in accordance with the Director Compensation Policy, as such policy may be amended from time to time. Further, in connection with his appointment to the Board, Mr. Memmen entered into the Company’s standard form of indemnification agreement, the form of which has been filed with the Company’s most recent annual report on Form 10-K.

There are no arrangements or understandings between Mr. Memmen and any other person pursuant to which Mr. Memmen was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Mr. Memmen has a material interest subject to disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Memmen is an independent director in accordance with the Nasdaq Stock Market listing rules.

In connection with the appointment of Mr. Memmen, the Board increased the size of the Board from seven to eight directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRGAIN, INC.
Date: October 1, 2026	By:	/s/ Michael Elbaz
	Name:	Michael Elbaz
	Title:	Chief Financial Officer and Secretary

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