Airgain (NASDAQ: AIRG) CFO sells 4,587 shares to cover RSU taxes

Rhea-AI Filing Summary

Airgain, Inc. Chief Financial Officer Michael Elbaz reported an automatic sale of company stock tied to equity compensation. On January 20, 2026, he sold 4,587 shares of Airgain common stock at a weighted average price of $3.9961 per share. The filing explains that the sale was a "sell-to-cover" transaction to pay tax withholding obligations arising from the vesting and settlement of Restricted Stock Units, and is not a discretionary trade. Following this transaction, Elbaz beneficially owned 133,106 shares of Airgain common stock, including RSUs. The instruction for these automatic sales is intended to satisfy the affirmative defense conditions of Rule 10b5-1.

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

OMB Number:			3235-0287
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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^*

Elbaz Michael

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		S		4,587(1)	D	$3.9961(2)	133,106(3)	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. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $3.9852 to $3.9966. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Includes RSUs.

	/s/ Michael Elbaz	01/22/2026
	** 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 (AIRG) disclose for its CFO?

Airgain reported that Chief Financial Officer Michael Elbaz sold 4,587 shares of common stock on January 20, 2026 in a transaction reported on Form 4.

Why did Airgain CFO Michael Elbaz sell 4,587 shares of AIRG stock?

The filing states the shares were sold to cover tax withholding obligations related to the vesting and settlement of Restricted Stock Units (RSUs) through a "sell-to-cover" transaction.

What price did the Airgain CFO receive for the shares sold?

The reported sale used a weighted average price of $3.9961 per share, with individual trades occurring between $3.9852 and $3.9966 per share.

How many Airgain shares does the CFO own after this Form 4 transaction?

After the transaction, Chief Financial Officer Michael Elbaz beneficially owned 133,106 shares of Airgain common stock, which the filing notes includes RSUs.

Was the Airgain CFO’s share sale a discretionary trade?

No. The document explains the sale was conducted under an automatic "sell-to-cover" instruction to satisfy tax withholding and is intended to meet the affirmative defense conditions of Rule 10b5-1, rather than being a discretionary trade.

What does the Rule 10b5-1 reference mean in the Airgain Form 4?

The filing notes that the CFO executed an instruction letter for automatic sales of "sell-to-cover" shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1 for pre-arranged trading plans.