Airgain (NASDAQ: AIRG) CTO auto-sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Airgain Inc Chief Technology Officer Ali Sadri reported an automatic sale of 1,228 shares of common stock at an average price of $4.1577 per share. The transaction was a “sell to cover” sale executed to satisfy tax withholding obligations upon vesting of restricted stock units, under a pre-existing Rule 10b5-1 instruction letter. After this non-discretionary sale, Sadri directly holds 121,802 shares, which include RSUs.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sadri Ali

(Last) (First) (Middle)

C/O AIRGAIN, INC.

3611 VALLEY CENTRE DRIVE, SUITE 150

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRGAIN INC [ AIRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		S		1,228(1)	D	$4.1577	121,802(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units (RSUs). The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person has executed an instruction letter for the automatic sale of such "sell-to-cover" shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.

2. Includes RSUs.

	/s/ Michael Elbaz, as attorney-in-fact	03/06/2026
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What insider transaction did AIRGAIN INC (AIRG) report for Ali Sadri?

AIRGAIN INC reported that Chief Technology Officer Ali Sadri sold 1,228 shares of common stock. The sale covered tax withholding due on vesting restricted stock units, using an automatic “sell to cover” arrangement rather than a discretionary open-market trade.

What was the sale price for Ali Sadri’s AIRG shares on this Form 4?

The reported sale price was an average of $4.1577 per share for 1,228 AIRGAIN INC common shares. This transaction was classified as an open-market sale used specifically to fund tax withholding on recently vested restricted stock units.

How many AIRGAIN INC shares does Ali Sadri hold after this transaction?

After the sale, Ali Sadri directly holds 121,802 shares of AIRGAIN INC common stock. This figure includes restricted stock units, reflecting his continuing equity interest following the tax-related sell-to-cover transaction disclosed on the Form 4.

Was Ali Sadri’s AIRG stock sale a discretionary trade?

The sale was not a discretionary trade by Ali Sadri. It was executed automatically to cover tax withholding obligations tied to vesting RSUs, under an instruction letter intended to meet the affirmative defense conditions of Rule 10b5-1.

What is the purpose of the Rule 10b5-1 reference in Ali Sadri’s AIRG filing?

The filing notes that Sadri used an instruction letter for automatic “sell-to-cover” transactions intended to satisfy Rule 10b5-1 affirmative defense conditions. This framework helps demonstrate the trade was pre-arranged and not based on any contemporaneous, material nonpublic information.