Airgain (AIRG) CFO executes 12,769-share tax sell-to-cover under 10b5-1

Rhea-AI Filing Summary

Airgain Inc.'s Chief Financial Officer Michael Elbaz reported an automatic sale of 12,769 shares of common stock at a weighted average price of $4.1192 per share. The shares were sold to cover tax withholding obligations triggered by the vesting and settlement of restricted stock units.

The transaction was executed as a pre-arranged "sell to cover" block trade under an instruction letter intended to satisfy the affirmative defense conditions of Rule 10b5-1, meaning it was not a discretionary trade. After this sale, Elbaz directly holds 140,780 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

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 CALIFORNIA 92130

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

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

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	03/20/2026		S		12,769(1)	D	$4.1192(2)	140,780(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 calculated by the broker executing the sell to cover transactions. These shares were sold as part of a block trade in multiple transactions, and the Reporting Person undertakes to provide to the issuer, any security holder of the Issuer or the SEC staff, upon request, full information regarding the number of shares sold at each separate sales price.

3. Includes RSUs.

	/s/ Michael Elbaz	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Airgain (AIRG) disclose for CFO Michael Elbaz?

Airgain disclosed that CFO Michael Elbaz sold 12,769 shares of common stock. The weighted average sales price was $4.1192 per share, and the sale was tied to tax withholding obligations from vesting restricted stock units rather than a discretionary market trade.

Why did Airgain (AIRG) CFO Michael Elbaz sell 12,769 shares?

The 12,769 shares were sold to cover tax withholding obligations from the vesting and settlement of restricted stock units. This “sell to cover” approach is an automatic mechanism to pay taxes and does not represent a discretionary investment decision by the CFO.

Was the Airgain (AIRG) CFO’s stock sale executed under a Rule 10b5-1 plan?

Yes. The filing states that Michael Elbaz executed an instruction letter for automatic “sell to cover” transactions intended to satisfy Rule 10b5-1 affirmative defense conditions. This means the sales were pre-arranged and not timed at his discretion.

How many Airgain (AIRG) shares does CFO Michael Elbaz hold after the sale?

Following the tax-related sale, Michael Elbaz directly holds 140,780 shares of Airgain common stock. The filing notes that this figure includes restricted stock units, providing a view of his remaining equity position after the automatic sell-to-cover transaction.

What price did the Airgain (AIRG) CFO receive for the sold shares?

The reported transaction reflects a weighted average sales price of $4.1192 per share. These shares were sold as part of a broker-executed block trade in multiple transactions, with detailed price breakdowns available upon request from the company or SEC staff.