AIRG insider Form 4: CTO tax-related sale, 131,763 shares remain

Rhea-AI Filing Summary

Airgain, Inc. Chief Technology Officer reports small share sale to cover taxes. A company officer filed a Form 4 showing the sale of 976 shares of Airgain common stock on 11/24/2025 at a weighted average price of $3.9894 per share. After this transaction, the officer beneficially owns 131,763 shares, which include Restricted Stock Units (RSUs).

The filing explains that the sale was made solely to cover tax withholding obligations arising from the vesting and settlement of RSUs and is described as a non-discretionary “sell-to-cover” transaction. The officer has an instruction letter in place so these tax-related sales are executed automatically under a plan intended to meet 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

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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)
11/24/2025

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	11/24/2025		S		976(1)	D	$3.9894(2)	131,763(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 $3.9818 to $4.1122. 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, as attorney-in-fact	11/26/2025
	** 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 did AIRGAIN INC (AIRG) disclose in this Form 4 filing?

The filing reports that an officer of Airgain, Inc., the Chief Technology Officer, sold 976 shares of common stock on 11/24/2025 and now beneficially owns 131,763 shares, including RSUs.

At what price were the AIRG shares sold in this insider transaction?

The shares were sold at a weighted average price of $3.9894 per share, with individual trades executed at prices ranging from $3.9818 to $4.1122.

Why did the Airgain CTO sell 976 AIRG shares?

The sale was made to cover tax withholding obligations related to the vesting and settlement of Restricted Stock Units (RSUs), using a non-discretionary “sell-to-cover” arrangement.

Was the AIRG insider sale a discretionary trade by the officer?

No. The filing states that the sale does not represent a discretionary transaction. It was executed to fund tax withholding through an automatic “sell-to-cover” instruction.

Is this Airgain (AIRG) insider trade connected to a Rule 10b5-1 plan?

Yes. The officer has executed an instruction letter for automatic “sell-to-cover” sales that is intended to satisfy the affirmative defense conditions of Rule 10b5-1.

How many AIRG shares does the reporting person own after this transaction?

Following the sale, the reporting person beneficially owns 131,763 shares of Airgain common stock, and this amount includes RSUs.

Can investors obtain detailed pricing information for the AIRG insider sale?

Yes. The filing notes that the officer has provided, and will provide upon request, information on the number of shares sold at each price within the $3.9818 to $4.1122 range.