Airgain CEO reports 2,070-share RSU tax sell at about $4

Rhea-AI Filing Summary

Airgain, Inc. insider filing: The company’s President and CEO, who is also a director, reported the sale of 2,070 shares of Airgain common stock on 11/24/2025. The shares were sold at a weighted average price of $3.9895 per share, in multiple trades within a price range of $3.9818 to $4.1129.

The filing explains that this was a “sell to cover” transaction, where shares were automatically sold to cover tax withholding obligations arising from the vesting and settlement of restricted stock units (RSUs). It states that the transaction was not a discretionary trade by the executive and was carried out under an instruction letter intended to satisfy the affirmative defense conditions of Rule 10b5-1.

After this transaction, the reporting person beneficially owns 309,628 shares of Airgain common stock, which includes 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

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^*

SUEN JACOB

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		2,070(1)	D	$3.9895(2)	309,628(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 $4.1129. 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 (AIRG) disclose in this Form 4 filing?

The filing reports that Airgain’s President and CEO, who is also a director, sold 2,070 shares of common stock on 11/24/2025 in a transaction related to tax withholding on vested RSUs.

How many Airgain (AIRG) shares did the CEO sell and at what price?

The CEO sold 2,070 shares of Airgain common stock at a weighted average price of $3.9895 per share, with individual trades executed between $3.9818 and $4.1129.

Why were the 2,070 Airgain (AIRG) shares sold by the CEO?

The filing states the sale was made to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units (RSUs), executed as a “sell to cover” transaction rather than a discretionary sale.

Was this Airgain (AIRG) insider sale part of a Rule 10b5-1 trading plan?

Yes. The filing notes that the reporting person executed an instruction letter for automatic “sell-to-cover” trades that is intended to satisfy the affirmative defense conditions of Rule 10b5-1.

How many Airgain (AIRG) shares does the CEO own after this transaction?

Following the sale, the reporting person beneficially owns 309,628 shares of Airgain common stock in direct ownership, and this amount includes RSUs.

Does this Airgain (AIRG) Form 4 report any derivative securities activity?

No derivative securities transactions are listed in Table II; the reported activity involves non-derivative common stock only, related to RSU tax withholding.