AIRGAIN (AIRG) CEO executes 3,704-share sell-to-cover for RSU tax obligations

Rhea-AI Filing Summary

AIRGAIN INC President and CEO Jacob Suen reported an open-market sale of 3,704 shares of common stock at an average price of $4.1577 per share. According to the disclosure, this sale was executed solely to cover tax withholding obligations from the vesting and settlement of restricted stock units through an automatic “sell-to-cover” instruction under Rule 10b5-1 and is not a discretionary trade. After this transaction, Suen directly owns 282,931 shares of AIRGAIN INC 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

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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)
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		3,704(1)	D	$4.1577	282,931(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 Jacob Suen?

AIRGAIN INC reported that President and CEO Jacob Suen sold 3,704 shares of common stock at $4.1577 per share. The sale was linked to tax withholding for vesting RSUs rather than a discretionary share sale.

Why did AIRGAIN INC (AIRG) CEO Jacob Suen sell 3,704 shares?

The 3,704 shares sold by CEO Jacob Suen were used to cover tax withholding obligations from the vesting of restricted stock units. The filing explains this was an automatic “sell-to-cover” transaction, not a discretionary decision to reduce his investment.

How many AIRGAIN INC (AIRG) shares does Jacob Suen own after this transaction?

After the tax-related sale, CEO Jacob Suen directly owns 282,931 shares of AIRGAIN INC common stock. This figure includes shares underlying restricted stock units, as noted in the disclosure’s footnote.

Was Jacob Suen’s AIRGAIN INC (AIRG) share sale under a Rule 10b5-1 plan?

Yes. The disclosure states that CEO Jacob Suen executed an instruction letter for automatic “sell-to-cover” transactions, intended to satisfy the affirmative defense conditions of Rule 10b5-1 for these tax-withholding sales.

Is Jacob Suen’s AIRGAIN INC (AIRG) stock sale considered discretionary trading?

No. The filing specifies that the sale of 3,704 shares was to fund tax withholding on RSU vesting and “does not represent a discretionary transaction.” It was carried out automatically under a pre-established “sell-to-cover” instruction.