Airgain (NASDAQ: AIRG) CEO sells 38,314 shares in 10b5-1, tax-cover trades

Rhea-AI Filing Summary

AIRGAIN INC President and CEO Jacob Suen reported open-market sales of 38,314 shares of Common Stock. He sold 37,314 shares at a weighted-average price of $4.1192 on March 20 and 1,000 shares at $5.00 on March 23. Footnotes explain that a portion of the shares were automatically sold to cover tax withholding tied to vesting restricted stock units through a “sell to cover” arrangement, and the transactions were executed under a pre-arranged Rule 10b5-1 trading plan. Following these sales, Suen directly holds 283,431 shares, a figure that 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 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)

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

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		37,314(1)	D	$4.1192(2)	284,431(3)	D
Common Stock	03/23/2026		S		1,000(4)	D	$5	283,431(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 in this column 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.

4. The sales reported in this column were effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on March 12, 2025.

	/s/ Michael Elbaz, as attorney-in-fact	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 transactions did AIRGAIN INC (AIRG) CEO Jacob Suen report?

Jacob Suen reported two open-market sales totaling 38,314 AIRGAIN INC Common Stock shares. He sold 37,314 shares at a weighted-average price of $4.1192 on March 20 and 1,000 shares at $5.00 on March 23, 2026.

How many AIRGAIN INC (AIRG) shares does CEO Jacob Suen hold after these sales?

After the reported transactions, Jacob Suen directly holds 283,431 AIRGAIN INC Common Stock shares. This figure, according to the disclosure, includes restricted stock units (RSUs) that have not yet fully converted into freely tradable shares.

Were Jacob Suen’s AIRGAIN INC (AIRG) share sales discretionary trades?

The filing states that part of the shares were sold automatically to cover tax withholding from vesting RSUs under a “sell to cover” arrangement. It also notes the sales were executed under a pre-arranged Rule 10b5-1 trading plan.

What prices did AIRGAIN INC (AIRG) shares sell for in Jacob Suen’s Form 4?

Jacob Suen sold 37,314 AIRGAIN INC shares at a weighted-average price of $4.1192 per share in multiple block trades, and another 1,000 shares at $5.00 per share, reflecting different execution prices on separate trading dates.

How does the Form 4 describe the purpose of some AIRGAIN INC (AIRG) share sales?

The disclosure explains that one portion of the reported sales was made to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units. These transactions were structured as automatic “sell to cover” trades rather than discretionary sales.