[Form 4] EGAIN Corp Insider Trading Activity

Rhea-AI Filing Summary

Eric Smit, Chief Financial Officer of EGAIN Corp (EGAN), reported multiple stock and option transactions on 10/03/2025 under a Rule 10b5-1 plan adopted on 3/08/2024. The filing shows three non-derivative purchases totaling $37,500 (15,000 shares at $2.5 each) and three non-derivative sales totaling $150,000 (15,000 shares at $10 each). Parallel option-related entries record three grants/exercises for 5,000 employee stock options each (totaling 15,000 options) with an exercise price of $2.5, exercisable since 09/19/2017 and fully vested. The transactions changed reported common stock holdings in stages, with the last reported direct common share ownership at 129,187 shares and derivative holdings reflecting 43,000, 48,000, and 53,000 underlying shares in separate option lines.

Positive

• Transactions executed under a Rule 10b5-1 plan adopted on 03/08/2024, indicating preplanned trades
• Employee stock options are fully vested and exercisable since 09/19/2017
• Insider disclosed multiple transactions transparently on a timely Form 4 filing

Negative

• Reported sales of 15,000 shares at $10 reduced direct ownership to 129,187 shares
• Option activity increases potential dilution — filings reference 112,000 option shares tied to the grant

Insights

Corporate Insider & Governance Analyst

TL;DR: CFO executed matched buys and sells under a 10b5-1 plan; options are fully vested.

The trades were carried out pursuant to a Rule 10b5-1 trading plan adopted on 03/08/2024, which provides an affirmative defense for scheduled insider transactions. The filing records three purchases of 5,000 shares each at $2.5 and three sales of 5,000 shares each at $10, both on 10/03/2025.

Because the options referenced became exercisable on 09/19/2017 and are fully vested, the transactions likely reflect routine liquidity and tax planning rather than new compensation grants. Monitor reported direct share totals and future Form 4s for any changes to holdings or additional plan activity over the next 12 months.

Equity Compensation Specialist

TL;DR: Employee options exercised or reported with $2.5 strike; aggregates and vesting are disclosed.

The Form 4 lists employee stock option entries with a $2.5 exercise price and indicates a total option pool of 112,000 shares referenced by the remarks. The three reported option-line entries each cover 5,000 options that are exercisable and part of a larger fully vested grant.

These entries affect potential dilution metrics; investors may compare the 112,000 figure to outstanding shares in periodic filings to assess dilution impact within the next reporting cycle.

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
Estimated average burden
hours per response:			0.5

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^*

SMIT ERIC

(Last) (First) (Middle)

1252 BORREGAS AVENUE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EGAIN Corp [ EGAN ]

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025(1)		M		5,000	A	$2.5	134,187	D
Common Stock	10/03/2025(1)		M		5,000	A	$2.5	139,187	D
Common Stock	10/03/2025(1)		M		5,000	A	$2.5	144,187	D
Common Stock	10/03/2025(1)		S		5,000	D	$10	139,187	D
Common Stock	10/03/2025(1)		S		5,000	D	$10	134,187	D
Common Stock	10/03/2025(1)		S		5,000	D	$10	129,187	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
Employee Stock Option (right to buy)	$2.5	10/03/2025		M			5,000	(2)	09/19/2027	Common Stock	5,000	$0	53,000	D
Employee Stock Option (right to buy)	$2.5	10/03/2025		M			5,000	(2)	09/19/2027	Common Stock	5,000	$0	48,000	D
Employee Stock Option (right to buy)	$2.5	10/03/2025		M			5,000	(2)	09/19/2027	Common Stock	5,000	$0	43,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2024.

2. The options, representing a right to purchase a total of 112,000 shares, became exercisable beginning on September 19, 2017, and is now fully vested.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Eric Smit	10/07/2025
	** 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 trades did EGAN CFO Eric Smit report on the Form 4?

The Form 4 reports three purchases of 5,000 shares each at $2.5 and three sales of 5,000 shares each at $10, all dated 10/03/2025.

Were these trades part of a 10b5-1 trading plan for EGAN?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/08/2024.

Are the employee stock options disclosed in the Form 4 vested?

Yes. The filing states the options, representing rights to purchase 112,000 shares, became exercisable beginning on 09/19/2017 and are fully vested.

How did the transactions change Eric Smits reported share ownership?

The filing shows staged changes in direct common stock ownership ending at 129,187 shares following the reported transactions.

What is the exercise price on the reported employee stock options?

The option entries show a conversion/exercise price of $2.5 per share for the reported option lines.