Airgain (AIRG) CTO executes 14,638-share tax-related sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Airgain Inc.’s Chief Technology Officer Ali Sadri reported routine insider sales tied to tax withholding. He sold a total of 14,638 shares of common stock in open‑market transactions on March 20 and March 23, 2026, at prices between about $4.12 and $5.00 per share. The filing explains these sales were executed to cover tax obligations from vesting and settlement of restricted stock units through an automatic “sell to cover” arrangement, rather than discretionary trading. The transactions were carried out under a pre‑established Rule 10b5‑1 trading plan. After these sales, Sadri directly holds 125,263 shares of Airgain common stock, which the filing notes 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 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 Technology 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		13,638(1)	D	$4.1192(2)	126,263(3)	D
Common Stock	03/23/2026		S		1,000(4)	D	$5	125,263(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 Auguest 13, 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 transaction did Airgain (AIRG) disclose for Ali Sadri?

Airgain disclosed that CTO Ali Sadri sold 14,638 common shares. The shares were sold in two open‑market transactions on March 20 and March 23, 2026, at prices between about $4.12 and $5.00 per share, primarily to cover tax withholding on vested RSUs.

Why did Ali Sadri’s Airgain (AIRG) shares get sold in this Form 4?

The shares were sold to cover tax withholding obligations on RSU vesting. The filing explains the transactions were part of an automatic “sell to cover” arrangement, intended solely to satisfy tax liabilities rather than reflect discretionary trading decisions by Sadri.

Were Ali Sadri’s Airgain (AIRG) stock sales pre‑planned under Rule 10b5‑1?

Yes. The filing states the sales occurred under a Rule 10b5‑1 plan. It notes a trading plan was established on August 13, 2025, and the sell‑to‑cover transactions were executed automatically pursuant to that plan, reinforcing their routine and pre‑scheduled nature.

How many Airgain (AIRG) shares does Ali Sadri hold after these sales?

After the reported sales, Ali Sadri holds 125,263 Airgain shares directly. The filing notes this figure includes restricted stock units (RSUs), indicating he maintains a significant ongoing equity interest in the company following the tax‑related transactions.

What prices were received in Ali Sadri’s Airgain (AIRG) share sales?

The reported sales occurred around $4.12 and $5.00 per share. One block of 13,638 shares was sold at a weighted‑average price of $4.1192, while another 1,000‑share sale was executed at $5.0000 per share, as detailed in the Form 4.