Airgain (NASDAQ: AIRG) CTO sells shares in automatic tax sell-to-cover

Rhea-AI Filing Summary

Airgain, Inc. Chief Technology Officer Sadri Ali reported an automatic sale of 4,733 shares of common stock on January 20, 2026 to cover tax withholding obligations. The shares were sold through a "sell-to-cover" transaction tied to the vesting and settlement of restricted stock units, described as a non-discretionary arrangement under an instruction letter intended to satisfy Rule 10b5-1 affirmative defense conditions.

The sale had a weighted average price of $3.9963 per share, with individual trades executed between $3.9900 and $3.9966. Following this tax-related sale, Ali beneficially owned 127,030 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^*

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)
01/20/2026

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	01/20/2026		S		4,733(1)	D	$3.9963(2)	127,030(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 $3.9900 to $3.9966. 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	01/22/2026
	** 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?

AIRGAIN INC reported that Chief Technology Officer Sadri Ali sold 4,733 shares of common stock on January 20, 2026 in a transaction coded as a sale (S).

Why did AIRG CTO Sadri Ali sell 4,733 shares?

The filing states the sale represents shares sold by the Reporting Person to cover tax withholding obligations related to the vesting and settlement of RSUs through a "sell-to-cover" transaction.

Was the AIRG insider sale by Sadri Ali discretionary?

No. The sale is described as not a discretionary transaction; it was executed automatically under an instruction letter for a sell-to-cover arrangement tied to RSU vesting.

At what price were the AIRG shares sold by Sadri Ali?

The sale had a weighted average price of $3.9963 per share, with multiple trades executed at prices ranging from $3.9900 to $3.9966.

How many AIRG shares does Sadri Ali own after this transaction?

After the reported sale, Chief Technology Officer Sadri Ali beneficially owned 127,030 shares of AIRGAIN INC common stock, and this total includes RSUs.

Is the AIRG insider sale linked to a Rule 10b5-1 trading plan?

Yes. The filing notes the Reporting Person executed an instruction letter for automatic "sell-to-cover" sales intended to satisfy the affirmative defense conditions of Rule 10b5-1.