# Airgain (AIRG) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 5, 2026, 4:45 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001193125-26-335336
- OpenCapital page: https://www.opencapital.sh/filings/0001193125-26-335336
- Markdown URL: https://www.opencapital.sh/filings/0001193125-26-335336.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/0001193125-26-335336-index.htm

## Filing documents

- [10-Q (airg-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-20260630.htm)
- [EX-10.1 (airg-ex10_1.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex10_1.htm)
- [EX-10.2 (airg-ex10_2.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex10_2.htm)
- [EX-31.1 (airg-ex31_1.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex31_1.htm)
- [EX-31.2 (airg-ex31_2.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex31_2.htm)
- [EX-32.1 (airg-ex32_1.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex32_1.htm)
- [EX-32.2 (airg-ex32_2.htm)](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex32_2.htm)

---

## 10-Q

SEC source: [airg-20260630.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-20260630.htm)

### UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

### FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

### FOR THE QUARTERLY PERIOD ENDED June 30, 2026

### OR

### ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

### FOR THE TRANSITION PERIOD FROM TO

### Commission file number: 001-37851

AIRGAIN, INC.

(Exact name of registrant as specified in its charter)

|  |  |
| --- | --- |
| Delaware | 95-4523882 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 3611 Valley Centre Drive, Suite 150San Diego, CA | 92130 |
| (Address of Principal Executive Offices) | (Zip Code) |

(760) 579-0200

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.0001 per share AIRG Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of July 29, 2026, the registrant had 13,100,234 shares of common stock (par value $0.0001) outstanding.

### AIRGAIN, INC.

Form 10-Q

For the Quarter Ended June 30, 2026

|  | Page |
| --- | --- |
| PART I. FINANCIAL INFORMATION |  |
| [Item 1. Condensed Consolidated Financial Statements (Unaudited)](#part_i) |  |
| [Condensed Consolidated Balance Sheets](#condensed_balance_sheets) | 3 |
| [Condensed Consolidated Statements of Operations](#condensed_statements_operations) | 4 |
| [Condensed Consolidated Statements of Comprehensive Loss](#condensed_stmts_comprehensive_income) | 5 |
| [Condensed Consolidated Statements of Stockholders’ Equity](#statement_of_stockholdersequity) | 6 |
| [Condensed Consolidated Statements of Cash Flows](#statement_of_cashflows) | 8 |
| [Notes to Condensed Consolidated Financial Statements](#notes_to_condensed_financial_statements) | 9 |
| [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_2_managements_discussion_analysis_f) | 18 |
| [Item 3. Quantitative and Qualitative Disclosures about Market Risk](#item_3_quantitative_qualitative_disclosu) | 26 |
| [Item 4. Controls and Procedures](#item_4_controls_procedures) | 26 |
| PART II. OTHER INFORMATION |  |
| [Item 1. Legal Proceedings](#item_1_legal_proceedings) | 28 |
| [Item 1A. Risk Factors](#item_1a_risk_factors) | 28 |
| [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#item_2_unregistered_sales_equity_securit) | 28 |
| [Item 3. Defaults Upon Senior Securities](#item_3_defaults_upon_senior_securities) | 28 |
| [Item 4. Mine Safety Disclosures](#item_4_mine_safety_disclosures) | 28 |
| [Item 5. Other Information](#item_5_or_information) | 28 |
| [Item 6. Exhibits](#item_6_exhibits) | 29 |
| [SIGNATURES](#signatures) | 30 |

PART I. FINANCIAL INFORMATION

## ITEM 1. FINANCIAL STATEMENTS

**Airgain, Inc.**

### Condensed Consolidated Balance Sheets

_(In thousands, except par value)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (Unaudited) |  |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $7,611 | $7,358 |
| Trade accounts receivable, net | 14,463 | 12,775 |
| Inventories | 4,187 | 3,580 |
| Prepaid expenses | 884 | 868 |
| Other current assets | 559 | 1,177 |
| Total current assets | 27,704 | 25,758 |
| Property and equipment, net | 1,470 | 1,696 |
| Operating lease right-of-use assets | 3,932 | 4,166 |
| Goodwill | 10,845 | 10,845 |
| Intangible assets, net | 2,764 | 2,787 |
| Other assets | 107 | 85 |
| Total assets | $46,822 | $45,337 |
| Liabilities and stockholders’ equity |  |  |
| Current liabilities: |  |  |
| Accounts payable | $8,027 | $9,214 |
| Accrued compensation | 757 | 1,157 |
| Accrued liabilities and other | 4,061 | 1,790 |
| Short-term lease liabilities | 915 | 821 |
| Total current liabilities | 13,760 | 12,982 |
| Deferred tax liability | 189 | 186 |
| Long-term lease liabilities | 3,559 | 3,880 |
| Total liabilities | 17,508 | 17,048 |
| Commitments and contingencies (Note 13) |  |  |
| Stockholders’ equity: |  |  |
| Common stock and additional paid-in capital, par value $0.0001, 200,000 shares authorized; 13,618 shares issued and 13,077 shares outstanding at June 30, 2026; and 12,666 shares issued and 12,125 shares outstanding at December 31, 2025. | 131,910 | 127,292 |
| Treasury stock, at cost: 541 shares at June 30, 2026 and December 31, 2025. | (5,364) | (5,364) |
| Accumulated deficit | (97,238) | (93,635) |
| Accumulated other comprehensive income (loss) | 6 | (4) |
| Total stockholders’ equity | 29,314 | 28,289 |
| Total liabilities and stockholders’ equity | $46,822 | $45,337 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

**Airgain, Inc.**

### Condensed Consolidated Statements of Operations

_(In thousands, except per share data) · (Unaudited)_

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Sales | $13,698 | $13,623 | $25,209 | $25,636 |
| Cost of goods sold | 7,909 | 7,784 | $14,447 | 14,637 |
| Gross profit | 5,789 | 5,839 | 10,762 | 10,999 |
| Operating expenses: |  |  |  |  |
| Research and development | 2,881 | 2,553 | 5,130 | 5,051 |
| Sales and marketing | 2,122 | 2,419 | 4,452 | 4,883 |
| General and administrative | 2,471 | 2,867 | 4,978 | 6,161 |
| Total operating expenses | 7,474 | 7,839 | 14,560 | 16,095 |
| Loss from operations | (1,685) | (2,000) | (3,798) | (5,096) |
| Other income (expense): |  |  |  |  |
| Gain on business acquisition | — | — | 340 | — |
| Employee retention credit refund | — | 495 | — | 1,989 |
| Interest income, net | 14 | 100 | 32 | 321 |
| Other expense, net | (63) | (56) | (133) | (197) |
| Total other income (expense), net | (49) | 539 | 239 | 2,113 |
| Loss before income taxes | (1,734) | (1,461) | (3,559) | (2,983) |
| Income tax (benefit) expense | (28) | 14 | 44 | 38 |
| Net loss | $(1,706) | $(1,475) | $(3,603) | $(3,021) |
| Net loss per share: |  |  |  |  |
| Basic | $(0.13) | $(0.12) | $(0.29) | $(0.26) |
| Diluted | $(0.13) | $(0.12) | $(0.29) | $(0.26) |
| Weighted average shares used in calculating loss per share: |  |  |  |  |
| Basic | 12,841 | 11,841 | 12,576 | 11,711 |
| Diluted | 12,841 | 11,841 | 12,576 | 11,711 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

**Airgain, Inc.**

### Condensed Consolidated Statements of Comprehensive Loss

_(In thousands) · (Unaudited)_

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net loss | $(1,706) | $(1,475) | $(3,603) | $(3,021) |
| Other comprehensive loss: |  |  |  |  |
| Foreign currency translation adjustment | 6 | 4 | 10 | 5 |
| Comprehensive loss | $(1,700) | $(1,471) | $(3,593) | $(3,016) |

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

### Airgain, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)

_Fiscal Quarters Ended June 30, 2026_

| Line item | Common Stock And Additional Paid-In Capital / Shares | Common Stock And Additional Paid-In Capital / Amount | Treasury Stock / Shares | Treasury Stock / Amount | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Total Stockholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 12,666 | $127,292 | (541) | $(5,364) | $(4) | $(93,635) | $28,289 |
| Net loss | — | — | — | — | — | (1,897) | (1,897) |
| Stock-based compensation | — | 897 | — | — | — | — | 897 |
| Common stock issued through restricted stock awards | 323 | — | — | — | — | — | — |
| Common stock issued under ESPP | 20 | — | — | — | — | — | — |
| Common stock issued through stock options | 20 | 94 | — | — | — | — | 94 |
| Foreign currency translation adjustments |  |  | — | — | 4 | — | 4 |
| Common stock issued in connection with at-the-market offerings, net | 171 | 628 | — | — | — | — | 628 |
| Balance at March 31, 2026 | 13,200 | $128,911 | (541) | $(5,364) | - | $(95,532) | $28,015 |
| Net loss | — | — | — | — | — | (1,706) | (1,706) |
| Stock-based compensation | — | 838 | — | — | — | — | 838 |
| Common stock issued through restricted stock awards | 48 | — | — | — | — | — | — |
| Common stock issued under ESPP | — | 70 | — | — | — | — | 70 |
| Common stock issued through stock options | 228 | 1,123 | — | — | — | — | 1,123 |
| Foreign currency translation adjustments | — | — | — | — | 6 | — | 6 |
| Common stock issued in connection with at-the-market offerings, net | 142 | 968 | — | — | — | — | 968 |
| Balance at June 30, 2026 | 13,618 | $131,910 | (541) | $(5,364) | $6 | $(97,238) | $29,314 |

_Fiscal Quarters Ended June 30, 2025_

| Line item | Common Stock And Additional Paid-In Capital / Shares | Common Stock And Additional Paid-In Capital / Amount | Treasury Stock / Shares | Treasury Stock / Amount | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Total Stockholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | 12,070 | $123,546 | (541) | $(5,364) | $(4) | $(87,209) | $30,969 |
| Net loss | — | — | — | — | — | (1,546) | (1,546) |
| Stock-based compensation | — | 945 | — | — | — | — | 945 |
| Common stock issued through restricted stock awards | 272 | — | — | — | — | — | — |
| Common stock withheld related to net share settlement of equity awards | (44) | (191) | — | — | — | — | (191) |
| Common stock issued under ESPP | 25 | 123 | — | — | — | — | 123 |
| Common stock issued through stock options | 12 | 24 | — | — | — | — | 24 |
| Foreign currency translation adjustments | — | — | — | — | 1 | — | 1 |
| Balance at March 31, 2025 | 12,335 | $124,447 | (541) | $(5,364) | $(3) | $(88,755) | $30,325 |
| Net loss |  |  |  |  |  | (1,475) | (1,475) |
| Stock-based compensation | — | 771 | — | — | — | — | 771 |
| Common stock issued through restricted stock awards | 11 | — | — | — | — | — | — |
| Common stock issued through stock options | 99 | 161 | — | — | — |  | 161 |
| Foreign currency translation adjustments | — | — | — | — | 4 |  | 4 |
| Balance at June 30, 2025 | 12,445 | $125,379 | (541) | $(5,364) | $1 | $(90,230) | $29,786 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

**Airgain, Inc.**

### Condensed Consolidated Statements of Cash Flows

_(In thousands) · (Unaudited)_

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net loss | $(3,603) | $(3,021) |
| Adjustments to reconcile net loss to net cash used in operating activities: |  |  |
| Depreciation | 195 | 236 |
| Loss on disposal of property and equipment | 122 | — |
| Amortization of intangible assets | 451 | 1,593 |
| Gain on business acquisition | (340) | — |
| Stock-based compensation | 1,602 | 1,510 |
| Deferred tax liability | 3 | 3 |
| Changes in operating assets and liabilities: |  |  |
| Trade accounts receivable | (1,688) | (155) |
| Inventories | (607) | 236 |
| Prepaid expenses and other current assets | 601 | 365 |
| Other assets | (109) | (1) |
| Accounts payable | (1,187) | (2,438) |
| Accrued compensation | (212) | (688) |
| Accrued liabilities and other | 2,215 | 1,134 |
| Lease liabilities | 7 | 330 |
| Net cash used in operating activities | (2,550) | (896) |
| Cash flows from investing activities: |  |  |
| Purchases of property and equipment | (90) | (58) |
| Net cash used in investing activities | (90) | (58) |
| Cash flows from financing activities: |  |  |
| Proceeds from at-the-market common stock offering, net of offering costs | 1,596 | — |
| Payments for withholding taxes related to net share settlement of equity awards | — | (191) |
| Proceeds from employee stock purchase and option exercises | 1,287 | 308 |
| Net cash provided by financing activities | 2,883 | 117 |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 10 | 5 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 253 | (832) |
| Cash, cash equivalents, and restricted cash; beginning of period | 7,413 | 8,565 |
| Cash, cash equivalents, and restricted cash; end of period | $7,666 | $7,733 |
| Supplemental disclosure of non-cash investing and financing activities: |  |  |
| Operating lease liabilities resulting from right-of-use assets | $137 | $519 |
| Cash, cash equivalents, and restricted cash: |  |  |
| Cash and cash equivalents | $7,611 | $7,678 |
| Restricted cash included in other assets | $55 | $55 |
| Total cash, cash equivalents, and restricted cash | $7,666 | $7,733 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

### Airgain, Inc.

### Notes to Condensed Consolidated Financial Statements

(Unaudited)

### Note 1. Description of Business and Basis of Presentation

#### Description of Business

Airgain, Inc. was incorporated in the State of California on March 20, 1995; and reincorporated in the State of Delaware on August 17, 2016. Airgain, Inc. together with its subsidiaries are herein referred to as the “Company,” “we,” or “our.” Headquartered in San Diego, California, Airgain, Inc. (NASDAQ: AIRG) is a leading provider of advanced wireless connectivity solutions that drive cutting-edge innovation in 5G technology. We are committed to delivering high-performance, cost-effective, and energy-efficient wireless solutions that enable rapid market deployment. Our mission is to connect the world through integrated, innovative, and optimized wireless solutions. Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer.

#### Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Interim financial results are not necessarily indicative of results anticipated for the full year. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, from which the balance sheet information herein was derived. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and investments have been eliminated in consolidation.

#### Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

### Note 2. Summary of Significant Accounting Policies

During the six months ended June 30, 2026, there have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except for the following:

#### Business Combinations

The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as the contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these

9

uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position.

#### Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, "Expense Disaggregation Disclosures (Subtopic 220-40)." The ASU requires public entities to disaggregate, in a tabular presentation, certain relevant income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization in commonly presented expense captions such as cost of sales, selling, general and administrative expense, and research and development. The guidance is effective for all public business entities in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied retrospectively. The Company intends to adopt the amendments in this update. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, as the requirements only require more detailed disclosures in the footnotes to the Company’s consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01 to revise the effective date of ASU 2024-03 on disclosures of disaggregation of income statement expense. This guidance clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company intends to adopt the amendments in this update. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, as the requirements only require more detailed disclosures in the footnotes to the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that allows all entities to assume that conditions at the balance-sheet date will remain unchanged for an asset’s remaining life when estimating credit losses on current accounts receivable and current contract assets arising from transactions under ASC 606. Entities electing this expedient will therefore adjust historical loss experience only to reflect current conditions, without the need to incorporate forward‑looking forecasts. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2025-05 and believes that the adoption will not have a material impact on the consolidated financial statements and related disclosures.

In September, 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update require an entity to begin capitalizing internal-use software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. These amendments are effective for the Company for annual and interim periods in 2028, applied either prospectively, retrospectively, or by a modified approach, with early adoption permitted. As the Company does not currently have a material amount of software developed for internal use, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.

In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements", which updates and clarifies certain interim reporting requirements in Accounting Standards Codification (ASC) 270, including interim disclosure guidance and the reporting of material events and changes occurring after the most recent annual reporting period. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements", which amends various topics in the FASB ASC to correct technical errors, clarify guidance, and make other narrow-scope improvements to generally accepted accounting principles. The amendments in ASU 2025-12 address multiple areas of the Codification and are not expected to materially change current accounting practices. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

### Note 3. Net Loss Per Share

Basic net loss per share is calculated by dividing net loss available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the

10

weighted average shares of common stock outstanding for the period plus amounts representing the dilutive effect of securities that are convertible into common stock. The Company calculates diluted loss per common share using the treasury stock method.

The following table presents the computation of net loss per share (in thousands except per share data):

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Numerator: |  |  |  |  |
| Net loss | $(1,706) | $(1,475) | $(3,603) | $(3,021) |
| Denominator: |  |  |  |  |
| Basic weighted average common shares outstanding | 12,841 | 11,841 | 12,576 | 11,711 |
| Diluted weighted average common shares outstanding | 12,841 | 11,841 | 12,576 | 11,711 |
| Net loss per share: |  |  |  |  |
| Basic | $(0.13) | $(0.12) | $(0.29) | $(0.26) |
| Diluted | $(0.13) | $(0.12) | $(0.29) | $(0.26) |

Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in thousands):

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Stock options, restricted stock and performance stock | 1,793 | 2,969 | 2,257 | 2,305 |
| Common stock equivalent shares | 1,793 | 2,969 | 2,257 | 2,305 |

### Note 4. Cash and Cash Equivalents

The following tables show the Company’s cash and cash equivalents by significant investment category (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Cash | $7,529 | $7,237 |
| Level 1: |  |  |
| Money market funds | 82 | 121 |
| Total cash and cash equivalents | $7,611 | $7,358 |

At June 30, 2026, the fair value of the money market funds approximated its carrying amount.

#### Restricted Cash

As of June 30, 2026 and December 31, 2025, the Company had $55,000 in cash on deposit to secure certain lease commitments, which are restricted for more than twelve months and recorded in other assets in the Company’s condensed consolidated balance sheet.

The Company’s cash deposits exceeded the Federal Deposit Insurance Corporation’s insured limits. The Company has not experienced losses on these accounts. Most of the Company's cash deposits are held in multiple accounts at a large institutional bank.

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### Note 5. Inventories

Inventories are comprised of the following (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Finished goods | $3,629 | $3,134 |
| Raw materials | 558 | 446 |
| Total inventories | $4,187 | $3,580 |

Consigned inventories, which are included in total inventories, are comprised of the following (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Finished goods | $1,384 | $1,135 |
| Raw materials | 451 | 150 |
| Total consigned inventories | $1,835 | $1,285 |

### Note 6. Property and Equipment

Depreciation and amortization of property and equipment is calculated on the straight-line method based on the shorter of the estimated useful life or the term of the lease for tenant improvements and three to ten years for all other property and equipment. Property and equipment consist of the following (in thousands):

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Manufacturing and testing equipment | $4,569 | $5,630 |
| Leasehold improvements | 877 | 848 |
| Computers and software | 557 | 561 |
| Furniture, fixtures and equipment | 348 | 400 |
| Vehicles | 55 | 55 |
| Software development – internal use | 74 | 74 |
| Construction in process | 68 | 16 |
| Property and equipment, gross | 6,548 | 7,584 |
| Less accumulated depreciation | (5,078) | (5,888) |
| Property and equipment, net | $1,470 | $1,696 |

Depreciation expense was $0.1 million and $0.2 million for the three and six months ended June 30, 2026 and 2025, respectively. Accumulated depreciation for the quarter included $1.0 million that was related to disposal of manufacturing and testing equipment and furniture, fixtures and equipment.

### Note 7. Intangible Assets and Goodwill

#### Other Intangible Assets

The following is a summary of the Company’s acquired other intangible assets (dollars in thousands):

_June 30, 2026_

| Line item | Weighted average amortization period (in years) | Gross carrying amount | Accumulated amortization | Net carrying amount |
| --- | --- | --- | --- | --- |
| Market related intangibles | 5 | $1,850 | $(1,822) | $28 |
| Customer relationships | 7 | 14,040 | (13,661) | 379 |
| Developed technologies | 11 | 4,430 | (2,509) | 1,921 |
| Covenants to non-compete | 2 | 115 | (115) | — |
| Licensed technology | 3 | 892 | (456) | 436 |
| Total intangible assets, net |  | $21,327 | $(18,563) | $2,764 |

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_December 31, 2025_

| Line item | Weighted average amortization period (in years) | Gross carrying amount | Accumulated amortization | Net carrying amount |
| --- | --- | --- | --- | --- |
| Market related intangibles | 5 | $1,820 | $(1,820) | — |
| Customer relationships | 7 | 13,780 | (13,558) | 222 |
| Developed technologies | 11 | 4,380 | (2,327) | 2,053 |
| Covenants to non-compete | 2 | 115 | (115) | — |
| Licensed technology | 3 | 804 | (292) | 512 |
| Total intangible assets, net |  | $20,899 | $(18,112) | $2,787 |

Amortization expense was $0.2 million and $0.5 million for the three and six months ended June 30, 2026, respectively. Amortization expense was $0.8 million and $1.6 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, estimated future amortization expense related to intangible assets were as follows (in thousands):

| Line item | Estimated future amortization |
| --- | --- |
| 2026 (remaining six months) | $470 |
| 2027 | 685 |
| 2028 | 343 |
| 2029 | 343 |
| 2030 | 343 |
| Thereafter | 580 |
| Total | $2,764 |

#### Goodwill

There were no changes in the carrying amount of goodwill for the three and six months ended June 30, 2026 from December 31, 2025.

### Note 8. Accrued Liabilities and OtherAccrued liabilities and other are comprised of the following (in thousands): 

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Accrued expenses | $569 | $554 |
| Customer deposit | 1,029 | — |
| Accrued income taxes | 7 | 3 |
| Contract liabilities | 147 | 129 |
| Goods received not invoiced | 1,756 | 775 |
| Other current liabilities | 553 | 329 |
| Accrued liabilities and other | $4,061 | $1,790 |

### Note 9. Business Acquisition

On February 20, 2026, the Company acquired substantially all assets of the high-power user equipment (HPUE) product business from Nextivity. The acquisition expands the Company’s product portfolio and is expected to provide synergies with its existing operations.

No cash, equity, or other consideration was transferred in connection with the acquisition, and the transaction represents a non-cash business combination.

#### Assets Acquired

The following table summarizes the fair value of identifiable intangible assets acquired as of the acquisition date (in thousands):

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| Category | Estimated life (in years) | Fair value |
| --- | --- | --- |
| Finite-lived intangible assets |  |  |
| Customer relationships | 5 | $260 |
| Developed technology | 5 | 50 |
| Market related intangibles | 5 | 30 |
| Total identifiable intangible assets acquired |  | $340 |

The Company did not assume any liabilities in connection with the acquisition.

The fair values of identifiable intangible assets were determined using commonly accepted valuation methodologies, including the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technology and trade names.

The following table represents the preliminary purchase price allocation recorded in the Company's unaudited condensed consolidated balance sheet as of the acquisition date (in thousands):

| Fair value of consideration transferred | Amount / - |
| --- | --- |
| Less: Fair value of identifiable net assets acquired | (340) |
| Gain on bargain purchase | $340 |

As the fair value of the net assets acquired exceeds the fair value of the consideration transferred (zero consideration transferred), the Company recognized a gain on bargain purchase of $0.3 million, which was included in other income (expense) in the condensed consolidated statements of operations for the three months ended March 31, 2026. The Company reassessed the identification and measurement of all assets acquired and liabilities assumed prior to recognizing the gain.

The Company incurred $0.2 million and $0.4 million of acquisition and integration-related costs for the three and six months ended June 30, 2026, which were recorded in research and development, sales and marketing and general and administrative expenses on the condensed consolidated statements of operations.

From the acquisition date through June 30, 2026, the acquired business did not contribute material revenue or net loss to the Company’s condensed consolidated results of operations.

The acquisition has been recorded using provisional amounts, as the purchase price allocation is incomplete. The Company expects to finalize the acquisition accounting during the measurement period, and any resulting adjustments will be recorded retrospectively.

### Note 10. Income Taxes

The Company’s effective income tax rate was -1.2% and -1.3% for the six months ended June 30, 2026 and 2025, respectively. The variance from the U.S. federal statutory rate of 21.0% for the six months ended June 30, 2026 was primarily attributable to the full valuation allowance position.

Management assesses its deferred tax assets quarterly to determine whether all or any portion of the asset is more likely than not unrealizable under Accounting Standards Codification (ASC) Topic 740. The Company is required to establish a valuation allowance for any portion of the asset that management concludes is more likely than not to be unrealizable. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carryback years, the scheduled reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income in making this assessment.

As of December 31, 2025, the Company had a valuation allowance against net deferred tax assets of $18.5 million, however, the exclusion of a deferred tax liability generated by goodwill (an indefinite lived intangible) may not be considered a future source of taxable income in evaluating the need for a valuation allowance.

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### Note 11. Stockholders’ Equity

#### At-the-Market Offering

In May 2025, the Company established an at-the-market offering program (2025 ATM Program) to sell up to $5.0 million of the Company's common stock.

During the three months ended June 30, 2026, the Company issued 141,651 shares of common stock under the 2025 ATM Program for net proceeds of $1.0 million after deducting commissions and other costs associated with the offering. At June 30, 2026, the Company had $2.9 million available under the 2025 ATM Program for future sales of its common stock. During the three and six months ended June 30, 2025, the Company did not offer common stock for sale under the ATM offering program.

The Company recorded the 2025 ATM Program gross sales proceeds and offering costs in additional paid-in capital of the consolidated balance sheet. The following table summarizes the Company’s 2025 ATM Program sales activity during the period indicated (in thousands):

| Line item | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 |
| --- | --- | --- |
| Shares issued | 142 | 313 |
| Gross proceeds | $999 | $1,704 |
| Net proceeds after offering costs | $968 | $1,596 |

### Note 12. Stock-Based Compensation

#### Stock-Based Compensation Expense

Stock-based compensation expense is recorded in the consolidated statements of operations as follows (in thousands):

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Cost of goods sold | $37 | $39 | $62 | $112 |
| Research and development | 305 | 161 | 451 | 431 |
| Sales and marketing | 85 | 88 | 217 | 161 |
| General and administrative | 468 | 315 | 872 | 806 |
| Total stock-based compensation expense | $895 | $603 | $1,602 | $1,510 |

#### Stock Options

The following table summarizes the outstanding stock option activity during the period indicated (shares in thousands):

| Line item | Number of stock options | Weighted average / Exercise price | Weighted average / Remaining contractual term (in years) | Aggregate intrinsic value (in thousands) |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 2,418 | $9.07 | 5.5 | $169 |
| Granted | 355 | $4.23 |  |  |
| Exercised | (248) | $4.28 |  |  |
| Expired/Forfeited | (151) | $6.43 |  |  |
| Balance at June 30, 2026 | 2,374 | $9.02 | 5.2 | $1,502 |
| Vested and exercisable at June 30, 2026 | 1,851 | $10.31 | 4.1 | $526 |
| Vested and expected to vest at June 30, 2026 | 2,375 | $9.02 | 5.2 | $1,502 |

The weighted average grant-date fair value of options granted during the six months ended June 30, 2026 was $2.34. The grant-date fair value of each option award is estimated on the date of grant, using the Black-Scholes-Merton option-pricing model.

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As of June 30, 2026, there was $1.2 million of unrecognized stock-based compensation costs related to unvested stock options granted under the Company’s equity plans. These costs are expected to be recognized over the next 2.3 years.

#### Restricted Stock

The following table summarizes the Company’s restricted stock unit (RSU) activity during the period indicated (shares in thousands):

| Line item | Restricted stock units | Weighted average grant date fair value |
| --- | --- | --- |
| Balance at December 31, 2025 | 886 | $5.13 |
| Grants | 296 | $5.12 |
| Vested and released | (371) | $5.03 |
| Forfeited | (127) | $5.06 |
| Balance at June 30, 2026 | 684 | $5.20 |

As of June 30, 2026, there was $2.2 million of unrecognized stock-based compensation costs related to non-vested RSUs, which are expected to be recognized over a remaining weighted-average vesting period of 2.3 years.

#### Employee Stock Purchase Plan (ESPP)

During the three months ended June 30, 2026, the Company did not issue shares under the ESPP. During the six months ended June 30, 2026, the Company received $0.1 million from the issuance of 19,785 shares under the ESPP.

### Note 13. Commitments and Contingencies

#### Potential Product Warranty Claims

The Company had a general warranty accrual of less than $0.1 million as of June 30, 2026 and December 31, 2025.

#### Indemnification

In some agreements to which the Company is a party, the Company has agreed to indemnify the other party for certain matters, including, but not limited to product liability and intellectual property. To date, we have not recorded any material liabilities in the accompanying consolidated financial statements.

### Note 14. Concentrations

#### Concentration of Sales and Accounts Receivable

The following represents customers that accounted for 10% or more of total revenue:

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Customer A | 19% | 19% | 18% | 15% |
| Customer B | 14% | — | 10% | — |
| Customer C | 10% | 8% | 7% | 6% |

The following represents customers that accounted for 10% or more of total trade accounts receivable:

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Customer A | 20% | 39% |
| Customer B | 16% | 9% |
| Customer C | 12% | — |

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The allowance for credit losses was $0.2 million as of June 30, 2026 and December 31, 2025.

### Note 15. Revenue

Disaggregated revenues are as follows (in thousands):

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| By Market Group: |  |  |  |  |
| Enterprise | $6,730 | $7,152 | $11,682 | $11,493 |
| Consumer | 5,800 | 5,650 | 11,414 | 12,051 |
| Automotive | 1,168 | 821 | 2,113 | 2,092 |
| Total sales | $13,698 | $13,623 | $25,209 | $25,636 |
| By Geography: |  |  |  |  |
| North America | $7,308 | $7,471 | $13,064 | $12,692 |
| China (including Hong Kong and Taiwan) | 5,838 | 5,870 | 11,479 | 12,382 |
| Rest of the world | 552 | 282 | 666 | 562 |
| Total sales | $13,698 | $13,623 | $25,209 | $25,636 |
| Timing of revenue recognition: |  |  |  |  |
| Products and services transferred at a point in time | $13,099 | $12,854 | $24,011 | $24,042 |
| Products and services transferred over time | 599 | 769 | 1,198 | 1,594 |
| Total sales | $13,698 | $13,623 | $25,209 | $25,636 |

Contract liabilities are deferred revenues that were recorded when advance payments were received for remaining performance obligations that are recognized over time. The contract liabilities were $0.1 million each as of June 30, 2026 and December 31, 2025.

The Company has recorded sales return reserves based on analysis of historical return trends. As of June 30, 2026 and December 31, 2025, the Company had $0.4 million and $0.2 million sales return reserves included in accrued liabilities and other on the consolidated balance sheets.

We have stock rotation return rights arrangements with certain customers to return a limited percentage of product. Estimated allowances for stock rotation were $0.1 million as of June 30, 2026, and December 31, 2025, and are included in the accrued liabilities in the accompanying condensed consolidated balance sheets.

### Note 16. Segment Information

Due to similarities of its products, methods of production and its management and administrative structure, the Company operates as a single operating and reportable segment.

The following table presents segment revenue, gross profit, net loss and certain operating financial results of the Company’s single operating segment for the periods presented, as viewed by the CODM (in thousands):

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| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Sales | $13,698 | $13,623 | $25,209 | $25,636 |
| Less cost of goods sold: |  |  |  |  |
| Other cost of goods sold | 7,752 | 7,614 | 14,146 | 14,256 |
| Stock-based compensation | 37 | 39 | 62 | 112 |
| Amortization of intangible assets | 91 | 89 | 181 | 178 |
| Depreciation | 29 | 42 | 58 | 91 |
| Gross profit | 5,789 | 5,839 | 10,762 | 10,999 |
| Gross margin | 42% | 43% | 43% | 43% |
| Less research and development: |  |  |  |  |
| Other research and development expenses | 1,967 | 2,264 | 3,976 | 4,380 |
| Stock-based compensation expense | 305 | 161 | 451 | 431 |
| Acquisition and integration costs | 82 | — | 114 | — |
| Severance and exit costs | 476 | 65 | 476 | 112 |
| Depreciation | 51 | 63 | 113 | 128 |
| Total research and development | 2,881 | 2,553 | 5,130 | 5,051 |
| Less sales and marketing: |  |  |  |  |
| Other sales and marketing expenses | 1,841 | 2,255 | 3,916 | 4,565 |
| Stock-based compensation expense | 85 | 88 | 217 | 161 |
| Acquisition and integration costs | 99 | — | 219 | — |
| Severance and exit costs | 93 | 73 | 93 | 150 |
| Depreciation | 4 | 3 | 7 | 7 |
| Total sales and marketing | 2,122 | 2,419 | 4,452 | 4,883 |
| Less general and administrative: |  |  |  |  |
| Other general and administrative expenses | 1,814 | 1,881 | 3,764 | 4,015 |
| Stock-based compensation expense | 468 | 315 | 872 | 806 |
| Amortization of intangible assets | 144 | 653 | 270 | 1,306 |
| Acquisition and integration costs | 33 | — | 55 | — |
| Severance and exit costs | — | 13 | — | 24 |
| Depreciation | 12 | 5 | 17 | 10 |
| Total general and administrative | 2,471 | 2,867 | 4,978 | 6,161 |
| Loss from operations | (1,685) | (2,000) | (3,798) | (5,096) |
| Employee retention credit refund | — | 495 | — | 1,989 |
| Employee retention credit -process costs | — | (45) | — | (179) |
| Interest income, net | 14 | 100 | 32 | 321 |
| Other income, net | — | — | 340 | — |
| Other segment expenses (1) | (63) | (11) | (133) | (18) |
| Loss before income taxes | (1,734) | (1,461) | (3,559) | (2,983) |
| Income tax (benefit) expense | (28) | 14 | 44 | 38 |
| Net loss | $(1,706) | $(1,475) | $(3,603) | $(3,021) |

(1) Other segment expenses are primarily foreign currency transaction remeasurements and franchise taxes.

## ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis and the interim unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025. References to “Airgain, Inc.,” “Airgain,” the “Company,” “we,” “our” and “us” include Airgain, Inc. and our wholly owned subsidiaries.

### Forward-Looking Statements

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This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical fact contained in this quarterly report, including statements regarding our future operating results, financial position and cash flows, our business strategy and plans, and our objectives for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this quarterly report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, “Risk Factors.” The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

### Overview

Airgain is a leading provider of advanced wireless connectivity solutions. We are focused on delivering high-performance, cost-effective, and energy-efficient wireless solutions that enable rapid market deployment. Our mission is to connect the world through integrated, innovative, and optimized wireless solutions. Our diverse product portfolio serves three primary markets: enterprise, automotive, and consumer. While we have historically focused on high-performance radio frequency (RF) components, we are increasingly delivering integrated, system-level connectivity solutions that combine hardware, software and cloud management.

Our enterprise products include Smart Network Controlled Cellular Repeaters (Smart NCRs), embedded cellular modems, asset tracking solutions, and antennas for access points and Internet of Things (IoT) applications. Our automotive products include our second-generation AirgainConnect® Fleet system solution, and our aftermarket antennas. Our consumer products include embedded antennas for consumer access points, wireless gateways, and fixed wireless access (FWA) devices.

We have a rich history of providing RF expertise, services, and solutions to telecommunications operators and major original equipment manufacturers (OEMs). We leverage our RF and systems experience, and our Mobile Network Operator (MNO) and Multiple Service Operator (MSO) relationships, to deliver complex and differentiated system solutions.

### Markets

The enterprise market demands reliable wireless access across diverse settings, including smart cities, campuses, stadiums, transportation hubs, utilities, buildings, and suburban developments.

Our Lighthouse platform in the enterprise market is a carrier‑grade, high‑power 5G smart repeater designed to extend coverage and offload capacity for MNO and system integrators. Lighthouse supports rapid deployment and does not require wired backhaul, offering a cost‑effective alternative to small cells and distributed antenna systems (DAS) for coverage enhancement. Our NimbeLink embedded modems serve numerous enterprise IoT sectors that require cellular connectivity, including packaging, logistics, EV charging, smart buildings, agriculture, and self-service innovations. These NimbeLink cellular modems, which are both patented and end-device certified, minimize the need for additional OEM end-customer carrier certifications. Our asset tracking solutions are deployed across transportation, supply chain, and other specialized applications. Our enterprise IoT and machine-to-machine (M2M) antennas are extensively deployed in diverse systems, products, and applications, including access points, gateways, FWA devices and utility meters.

In the automotive market, our products are deployed in a wide range of vehicles in the fleet and aftermarket applications, supporting a variety of technologies that include 5G, LTE, Wi-Fi, LPWAN, Global Navigation Satellite System (GNSS), and Bluetooth. Fleet and aftermarket products in the automotive market typically consist of applications where vehicular wireless routers are paired with external antenna systems to provide connectivity to mobile assets. In the third quarter of

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2024, we completed the first commercial deployment of our second generation AirgainConnect® Fleet (AC-Fleet) system solution – a low profile, roof-mounted, all-in-one 5G vehicle gateway that provides 4G/5G cellular connectivity with built-in multi-profile eSIM, GNSS, Wi-Fi, and gigabit Ethernet router functionalities. We also offer a full line of external fleet antennas that are designed to be rugged, reliable, and flexible to meet almost any need. We design our products for performance, quality, and long product life, and our antennas connect to almost any vehicular router or modem. These antennas include high-performance and low-profile versions that mount on the roof, trunk, windshield, or dashboard and are optimized for 5G, 4G, Wi-Fi, and GNSS. On February 20, 2026, we acquired substantially all of the assets of the high-power user equipment (HPUE) product business from Nextivity. HPUE revenues are included in the automotive market.

The consumer market represents a vast audience utilizing wireless-enabled devices. Our embedded antennas are deployed in various consumer applications including access points, wireless gateways, FWA devices, Wi-Fi routers and extenders, and smart home devices. These consumer products support a variety of technologies, products and services, including 4G/LTE, 5G, Wi-Fi, Bluetooth, LPWAN and GNSS.

### Macroeconomic Conditions

Macroeconomic conditions have continued to create supply chain constraints in certain markets. Our sales increased by 0.7% compared with same period last year, as we experienced a stronger demand for our enterprise IoT modems and vehicle gateways, due to the acquisition of the HPUE product line from Nextivity. While we are experiencing demand growth, we anticipate memory-driven supply shortages to constrain our consumer market. We remain focused on the execution and commercialization of our strategic product initiatives, specifically design wins and revenue ramps of our AirgainConnect and Lighthouse platforms, which lay the foundation for our pursuit of revenue and profitability growth.

### Business Acquisition

As discussed above, on February 20, 2026, we acquired substantially all of the assets of the HPUE product business from Nextivity. The acquisition expands our product portfolio and is expected to provide synergies with our existing operations.

No cash, equity, or other consideration was transferred in connection with the acquisition, and the transaction represents a non-cash business combination under the acquisition method of accounting, resulting in a non-recurring gain on business acquisition recorded in other income of condensed consolidated statements of operations.

### Factors Affecting Our Operating Results

We believe that our performance and future success depend upon several factors including macro-economic and geopolitical uncertainties, import/export controls, and tariffs and trade policies of the United States and other countries, the impact of inflation on consumer spending, and our ability to transition from a component provider to a wireless systems provider and to develop technology leadership and expand our markets.

Our performance and future success also depend on factors such as continued investments in our growth, our ability to expand into growing addressable markets, including enterprise, automotive, and consumer, our ability to develop, market and sell advanced systems solutions that meet our customers’ requirements, the average selling prices of our products and solutions, and manufacturing costs. Our customers are price conscious, and our operating results are affected by pricing pressure which may force us to lower prices below our established list prices. Our ability to maintain or increase our sales depends on, among other things:

- new and existing end customers selecting our solutions for their wireless devices and networks;
- investments in our growth to address customer needs;
- timely development of our differentiated product offerings and technology solutions;
- our ability to target new end markets;
- the proliferation of Wi-Fi connected home devices and data intensive applications;
- the impact of global supply shortages on our business and that of our end customers;
- international expansion in light of continuing global tensions and conflicts; and
- the ability to successfully integrate any future acquisitions.

In addition, inflation generally affects us by increasing our raw material and employee-related costs and other expenses. Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as uncertain global economic conditions, public health crises, global trade disputes, tariffs and trade policies, as well

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as conflicts around the world. We do not believe that such factors had a material adverse impact on our results of operations during the six months ended June 30, 2026.

While each of these areas presents significant opportunities for us, they also pose significant risks and challenges we must successfully address. We discuss many of these risks, uncertainties and other factors in greater detail in the section entitled “Risk Factors” included in this quarterly report on Form 10-Q and in Item 1A of our Annual Report on Form 10-K.

Our operating results historically have not been subject to significant seasonal variations. Although it is difficult to make broad generalizations, our sales tend to be lower in the first quarter of each year compared to other quarters due to the Lunar New Year. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year and these patterns may change because of general customer demand or product cycles.

### Key Components of Our Results of Operations and Financial Condition

### Sales

We primarily generate revenue from the sales of our products. We recognize revenue to depict the transfer of control over promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. We generally recognize product sales at the time of shipment to our customers, provided that all other revenue recognition criteria have been met. We also generate service revenue from agreements to provide design, engineering, and testing services as well as subscription revenue from the sale of data plans.

### Cost of Goods Sold

The cost of goods sold reflects the cost of producing antenna, embedded modem and system solutions products that are shipped to our customers as well as costs incurred for service agreements. This primarily includes manufacturing costs of our products payable to our third-party CMs. The cost of goods sold that we generate from services and subscription revenues primarily includes personnel costs and the cost to maintain data lines.

### Operating Expenses

Our operating expenses are classified into three categories: research and development, sales and marketing, general and administrative. The largest component of expense is personnel costs, which include salaries, employee benefit costs, bonuses, and stock-based compensation. Operating expenses also include allocated overhead costs for depreciation of equipment, facilities and information technology. Allocated costs for facilities consist of amortization of leasehold improvements as well as rent and utility expenses and taxes. Operating expenses are generally recognized as incurred.

Research and Development. Research and development expenses primarily consist of personnel and project development costs. These expenses include work related to design, development and testing of system solutions and components. These expenses include salaries, stock-based compensation, benefits, bonuses, project development and testing, prototype material, consulting, travel, and similar costs, and depreciation and allocated costs for certain facilities. We expect research and development expenses to increase in absolute dollars in future periods as we continue to invest in the development of advanced system solutions, although our research and development expenses may fluctuate as a percentage of total sales.

Sales and Marketing. Sales and marketing expenses primarily consist of personnel and facility-related costs for our sales, marketing, and business development personnel, stock-based compensation and bonuses earned by our sales personnel, and commissions earned by our third-party sales representative firms. Sales and marketing expenses also include the costs of trade shows, advertising, marketing programs, promotional materials, demonstration equipment, travel, and allocated costs for certain facilities. We expect sales and marketing expenses to increase in absolute dollars in future periods as we continue to market and sell our advanced system solutions globally, although our sales and marketing expenses may fluctuate as a percentage of total sales.

General and Administrative. General and administrative expenses primarily consist of personnel and facility related costs for our executives, legal, human resources, finance, and administrative personnel, including stock-based compensation,

21

as well as legal, accounting, other professional services fees, depreciation and intangible amortization, and other corporate expenses. We expect general and administrative expenses to fluctuate as we grow our operations.

### Other Income (Expense)

Gain on business acquisition. Gain on business acquisition represents the excess of the fair value of net assets acquired over the consideration transferred in connection with our acquisition of the HPUE business from Nextivity in February 2026. No consideration was transferred in the transaction, resulting in a non-recurring gain recorded in other income.

Employee retention credit refund. On March 27, 2020, the CARES Act was signed into law, providing an employee retention credit ("ERC"), a refundable tax credit against certain employment taxes on qualified wages. In 2023, we applied for ERC refunds totaling $2.8 million. As of December 31, 2025, we had received an aggregate of $2.0 million in ERC refunds. We did not receive any additional ERC refunds during the three and six months ended June 30, 2026.

Interest Income, net. Interest income generally consists of interest earned on cash and cash equivalents and ERC-related interest, offset by interest expense consisting of interest charges on credit card balances and certain vendor bills.

Other Income and Expense. Other income and expense includes gains or losses on disposal of property and equipment, realized foreign exchange gains or losses, state franchise taxes and penalties.

### Provision for Income Taxes

Provision for income taxes consists of federal, state and foreign income taxes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. It is difficult for us to project future taxable income as the timing and size of sales of our products are variable. We concluded that it is not more likely than not that we will utilize our deferred tax assets other than those that are offset by reversing temporary differences.

### Results of Operations

The following tables set forth our operating results for the periods presented and as a percentage of our total sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Statements of Operations Data (in thousands): |  |  |  |  |
| Sales | $13,698 | $13,623 | $25,209 | $25,636 |
| Cost of goods sold | 7,909 | 7,784 | 14,447 | 14,637 |
| Gross profit | 5,789 | 5,839 | 10,762 | 10,999 |
| Operating expenses: |  |  |  |  |
| Research and development | 2,881 | 2,553 | 5,130 | 5,051 |
| Sales and marketing | 2,122 | 2,419 | 4,452 | 4,883 |
| General and administrative | 2,471 | 2,867 | 4,978 | 6,161 |
| Total operating expenses | 7,474 | 7,839 | 14,560 | 16,095 |
| Loss from operations | (1,685) | (2,000) | (3,798) | (5,096) |
| Other income (expense): |  |  |  |  |
| Gain on business acquisition | — | — | 340 | — |
| Employee retention credit refund | — | 495 | — | 1,989 |
| Interest income, net | 14 | 100 | 32 | 321 |
| Other expense, net | (63) | (56) | (133) | (197) |
| Loss before income taxes | (1,734) | (1,461) | (3,559) | (2,983) |
| Income tax (benefit) expense | (28) | 14 | 44 | 38 |
| Net loss | $(1,706) | $(1,475) | $(3,603) | $(3,021) |

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| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Statements of Operations Data: |  |  |  |  |
| Sales | 100.0% | 100.0% | 100.0% | 100.0% |
| Cost of goods sold | 57.7 | 57.1 | 57.3 | 57.1 |
| Gross profit | 42.3 | 42.9 | 42.7 | 42.9 |
| Operating expenses: |  |  |  |  |
| Research and development | 21.0 | 18.7 | 20.3 | 19.7 |
| Sales and marketing | 15.5 | 17.8 | 17.7 | 19.0 |
| General and administrative | 18.0 | 21.1 | 19.7 | 24.0 |
| Total operating expenses | 54.5 | 57.6 | 57.8 | 62.8 |
| Loss from operations | (12.2) | (14.7) | (15.1) | (19.9) |
| Other income (expense): |  |  |  |  |
| Gain on business acquisition | — | — | 1.4 | — |
| Employee retention credit refund | — | 3.7 | — | 7.8 |
| Interest income, net | 0.0 | 0.7 | 0.1 | 1.3 |
| Other expense, net | (0.5) | (0.4) | (0.5) | (0.8) |
| Loss before income taxes | (12.7) | (10.7) | (14.1) | (11.6) |
| Income tax (benefit) expense | (0.2) | 0.1 | 0.2 | 0.1 |
| Net loss | (12.5 | (10.8 | (14.3 | (11.8 |

### Comparison of the Three and Six Months Ended June 30, 2026 and 2025 (dollars in thousands)

### Sales

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Three months ended June 30, / $ Change | Three months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Sales | $13,698 | $13,623 | $75 | 0.7% |

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, / $ Change |  |
| --- | --- | --- | --- | --- |
| Sales | $25,209 | $25,636 | $(427) | )% |

Sales for the three months ended June 30, 2026 increased $0.1 million or 0.7% compared to the same period in the prior year. Automotive market sales increased $0.4 million compared to the same period in the prior year, driven by higher vehicle gateway shipments. Consumer market sales increased $0.2 million for the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to higher Wi-Fi 7 antenna shipments. Enterprise market sales decreased $0.5 million compared to the same period in the prior year, primarily due to lower enterprise antenna sales, partially offset by higher IoT modem sales.

Sales for the six months ended June 30, 2026 decreased $0.4 million or 1.7% compared to the same period in the prior year. Consumer market sales decreased by $0.6 million for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to lower MNO and Broadband antenna shipments, partially offset by increased MSO Wi-Fi 7 antenna shipments. Enterprise market sales increased by $0.2 million for the six months ended June 30, 2026 during the same period in the prior year, primarily due to higher IoT modems sales, partially offset by lower enterprise antenna and asset tracker sales.

### Cost of Goods Sold

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Three months ended June 30, / $ Change | Three months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Cost of goods sold | $7,909 | $7,784 | $125 | 1.6% |

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| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, / $ Change |  |
| --- | --- | --- | --- | --- |
| Cost of goods sold | $14,447 | $14,637 | $(190) | )% |

Cost of goods sold for the three months ended June 30, 2026 increased $0.1 million or 1.6% compared to the same period in the prior year. The increase was primarily due to higher sales.

Cost of goods sold for the six months ended June 30, 2026 decreased by $0.2 million or 1.3% compared to the same period in the prior year. The decline was primarily due to lower sales.

### Gross Profit

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Three months ended June 30, / $ Change |  |
| --- | --- | --- | --- | --- |
| Gross profit | $5,789 | $5,839 | $(50) | )% |
| Gross profit (percentage of sales) | 42.3% | 42.9% |  | )% |

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, / $ Change |  |
| --- | --- | --- | --- | --- |
| Gross profit | $10,762 | $10,999 | $(237) | )% |
| Gross profit (percentage of sales) | 42.7% | 42.9% |  | )% |

Gross profit for the three months ended June 30, 2026 decreased $0.1 million or 0.9%, compared to the same period in the prior year, driven by lower sales. Gross profit as a percentage of sales for the three months ended June 30, 2026 decreased by 60 basis points compared to the same period in the prior year, primarily due to lower enterprise product margins.

Gross profit for the six months ended June 30, 2026 decreased by 0.2 million or 2.2%, compared to the same period in the prior year, driven by lower sales, partially offset by gross margin improvements. Gross profit as a percentage of sales for the six months ended June 30, 2026 decreased by 20 basis points compared to the same period in the prior year.

### Operating Expenses

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Three months ended June 30, / $ Change | Three months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Research and development | $2,881 | $2,553 | $328 | 12.8% |
| Sales and marketing | 2,122 | 2,419 | (297) | (12.3 |
| General and administrative | 2,471 | 2,867 | (396) | (13.8 |
| Total operating expenses | $7,474 | $7,839 | $(365) | (4.7 |

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, / $ Change | Six months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Research and development | $5,130 | $5,051 | $79 | 1.6% |
| Sales and marketing | 4,452 | 4,883 | (431) | (8.8 |
| General and administrative | 4,978 | 6,161 | (1,183) | (19.2 |
| Total operating expenses | $14,560 | $16,095 | $(1,535) | (9.5 |

Operating expenses for the three months ended June 30, 2026 decreased $0.4 million or 4.7% compared to the same period in the prior year. The decrease was primarily due to lower amortization of intangible assets, partially offset by higher personnel expenses.

Operating expenses for the six months ended June 30, 2026 decreased by $1.5 million or 9.5% compared to the same period in the prior year. The decrease was primarily due to lower amortization of intangible assets and lower personnel expenses.

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### Other Income (Expense)

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Three months ended June 30, / $ Change | Three months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Employee retention credit refund | — | 495 | (495) | (100.0 |
| Interest income, net | 14 | 100 | (86) | (86.0 |
| Other expense, net | (63) | (56) | (7) | 12.5% |
| Total other income (expense), net | $(49) | $539 | $(588) | (109.1 |

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, / $ Change | Six months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Gain on business combination | $340 | — | $340 | 100.0% |
| Employee retention credit refund | — | 1,989 | (1,989) | (100.0 |
| Interest income, net | 32 | 321 | (289) | (90.0 |
| Other expense, net | (133) | (197) | 64 | (32.5 |
| Total other income (expense), net | $239 | $2,113 | $(1,874) | (88.7 |

Total other income (expense), net for the three months ended June 30, 2026 was $49 thousand expense, compared with $0.5 million income for the same period in prior year. The decrease was primarily due to the receipt of $0.5 million ERC refunds in the first quarter of 2025 that was not repeated in the current period.

Total other income (expense), net for the six months ended June 30, 2026 decreased $1.9 million compared to the same period in the prior year. The decrease was primarily due to our receipt of $1.9 million ERC refunds and $0.3 million interest earnings under the CARES Act that were not repeated in the current period, partially offset by a $0.3 million gain on a business combination recorded in 2026.

### Income Tax (Benefit) Expense

| Line item | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Three months ended June 30, / $ Change |  |
| --- | --- | --- | --- | --- |
| Income tax (benefit) expense | $(28) | $14 | $(42) | )% |

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 | Six months ended June 30, / $ Change | Six months ended June 30, / % Change |
| --- | --- | --- | --- | --- |
| Income tax (benefit) expense | $44 | $38 | $6 | 15.8% |

Income tax benefit for the three months ended June 30, 2026 was $28 thousand compared to an income tax expense of $14 thousand in the same period of the prior year, primarily due to a reversal of first quarter tax expense, driven by a higher first quarter projection.

Income tax expense for the six months ended June 30, 2026 increased $6 thousand or 15.8% compared to the same period in the prior year, primarily due to pre-tax loss in 2026 compared to 2025.

### Liquidity and Capital Resources

We had cash and cash equivalents of $7.6 million at June 30, 2026. During the period from 2013 through 2025, we incurred several years of net losses. As a result, we have an accumulated deficit of $97.2 million as of June 30, 2026.

We plan to continue to invest for long-term growth, including expanding our engineering and sales teams to execute on our product roadmap and further penetrate domestic and international markets. We anticipate that these investments will continue to increase in absolute dollars. We believe that our existing cash and cash equivalents balance will be sufficient to meet our working capital requirements for at least the next 12 months.

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The following table presents a summary of our cash flow activity for the periods set forth below (in thousands):

| Line item | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
| --- | --- | --- |
| Net cash used in operating activities | $(2,550) | $(896) |
| Net cash used in investing activities | (90) | (58) |
| Net cash provided by financing activities | 2,883 | 117 |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 10 | 5 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $253 | $(832) |

Net cash used in operating activities. Net cash used in operating activities was $2.6 million for the six months ended June 30, 2026. This was primarily driven by a net loss of $3.6 million and a $1.1 million net change in operating assets and liabilities, partially offset by $2.1 million in non-cash adjustments.

### Net cash used in investing activities. Net cash used in investing activities was $0.1 million for the six months ended June 30, 2026, primarily for purchases of property and equipment.

Net cash provided by financing activities. Net cash provided by financing activities was $2.9 million for the six months ended June 30, 2026, primarily from $1.6 million of net proceeds from the issuance of 313,139 shares of common stock under our at-the-market offering program (2025 ATM Program), and $1.3 million of proceeds from option exercises.

### At-the-Market Sales Agreement

In May 2025, we established the 2025 ATM Program, to sell at our option up to $5.0 million of our common stock, pursuant to an amended and restated sales agreement (the Sales Agreement) with Craig-Hallum Capital Group LLC (Craig-Hallum) as sales agent or principal. During the three months ended June 30, 2026, we issued 141,651 shares of common stock under the 2025 ATM Program for net proceeds of $1.0 million after deducting commissions and other costs associated with the offering. As of June 30, 2026, we had $2.9 million available under the 2025 ATM Program for future sales of our common stock.

We are not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given that we will sell any additional shares of common stock under the 2025 ATM Program, or, if we do, as to the price or amount of shares of common stock that we may sell or the dates when such sales will take place.

### Liquidity and Capital Resources Assessment

As of June 30, 2026, management performed the annual assessment of the Company's ability to meet its obligations as they become due within one year based on relevant conditions and events that are known and reasonably knowable. Following ASC 205-40 guidance, management considered quantitative and qualitative information to evaluate the Company's ability to meet obligations. Based on the analysis of the relevant conditions and events that are known and reasonably known as of June 30, 2026, the Company concluded that it is probable that it will be able to meet all of its financial obligations as they become due in the next twelve months.

The relevant conditions and events that are known and reasonably known as of August 5, 2026 related to the Company have not significantly changed since June 30, 2026. Therefore, the expected cash inflows along with the existing funds are expected to be sufficient for the Company’s financial obligations as they become due in the next twelve months.

## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

## ITEM 4. CONTROLS AND PROCEDURES

### Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is

26

accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

### Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

27

### PART II. OTHER INFORMATION

## ITEM 1. LEGAL PROCEEDINGS

We are not currently subject to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources, and other factors, and there can be no assurances that favorable outcomes will be obtained.

## ITEM 1A. RISK FACTORS

A description of the risk factors associated with our business is included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to such risk factors. In evaluating our business, you should carefully consider the risk factors discussed in our Annual Report on Form 10-K. The occurrence of any of such risks, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

### Unregistered Sales of Equity Securities

None.

## ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

## ITEM 4. MINE SAFETY DISCLOSURES

None.

## ITEM 5. OTHER INFORMATION

### Director and Officer Trading Arrangements:

### Rule 10b5-1 Trading Plans

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).

On June 4, 2026, Jacob Suen, our Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The plan provides for the potential sale of up to 72,000 shares of the Company's common stock from September 3, 2026 through August 31, 2027.

During the three months ended June 30, 2026, no other director or officer adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

28

## ITEM 6. EXHIBITS

**EXHIBIT INDEX**

| Exhibit Number | Exhibit Description | Incorporated by Reference / Form | Incorporated by Reference / Date | Incorporated by Reference / Exhibit Number | Filed Herewith |
| --- | --- | --- | --- | --- | --- |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 08/17/2016 | 3.1 |  |
| 3.2 | Amended and Restated Bylaws, effective as of February 1, 2023 | 8-K | 02/06/2023 | 3.1 |  |
| 4.1 | Specimen stock certificate evidencing the shares of common stock | S-1 | 07/29/2016 | 4.1 |  |
| 10.1# | Airgain, Inc. 2026 Incentive Award Plan (as Amended and Restated Effective June 10, 2026) |  |  |  | X |
| 10.2# | Separation and Release Agreement, dated April 18, 2026, by and between Ali Sadri and the Registrant |  |  |  | X |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended |  |  |  | X |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended |  |  |  | X |
| 32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |  |  | X |
| 32.2* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |  |  | X |
| 101.INS | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |  |  |  |  |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |  |  |  |  |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |  |  |  |  |

# Indicates management contract or compensatory plan.

*    These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AIRGAIN, INC.

Date: August 5, 2026 /s/ Jacob Suen

Jacob Suen<br>President and Chief Executive Officer<br>(principal executive officer)

Date: August 5, 2026 /s/ Michael Elbaz

Michael Elbaz<br>Chief Financial Officer and Secretary<br>(principal financial and accounting officer)

30

---

## EX-10.1

SEC source: [airg-ex10_1.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex10_1.htm)

Exhibit 10.1

AIRGAIN, INC.

2016 INCENTIVE AWARD PLAN

(As Amended and Restated Effective June 10, 2026)

aRTICLE I.  
Purpose

The purpose of this amended and restated Plan is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. This Plan constitutes an amendment and restatement of the Airgain, Inc. 2016 Incentive Award Plan (the “Original Plan”) adopted by the Board on July 22, 2016 and approved by the stockholders of the Company on August 15, 2016, which became effective on August 11, 2016 (the “Original Effective Date”).

ARTICLE II.  
Eligibility

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.  
Administration and Delegation

3.1.

Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2.

Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.  
SHARES Available for Awards

4.1.

Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. As of the Original Effective Date, the Company ceased granting awards under the Prior Plan, and as of the Restatement Effective Date, the Company will cease granting awards under the Inducement Plan; however, Prior Plan Awards and Inducement Plan Awards will remain subject to the terms of the Prior Plan or the Inducement Plan, as applicable. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

4.2.

Share Recycling. If all or any part of an Award or Prior Plan Award or Inducement Plan Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award or Prior Plan Award or Inducement Plan Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award or Inducement Plan Award, the unused Shares covered by the Award or Prior Plan Award or Inducement Plan Award will, as applicable, become or again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award or Prior Plan Award or Inducement Plan Award being purchased and/or creating the tax obligation) with respect to Awards, Prior Plan Awards or Inducement Plan Awards other than Options,

SARs or options or stock appreciation rights that are Prior Plan Awards or Inducement Plan Awards will, as applicable, become or again be available for Award grants under the Plan. Notwithstanding the foregoing, the following Shares will not become available again for issuance or delivery under the Plan: (a) Shares subject to an Option or an option that was a Prior Plan Award or an Inducement Plan Award that are tendered or withheld in payment of the exercise price of an option; (b) Shares covered by, but not issued upon settlement of, stock-settled Stock Appreciation Rights or stock-settled stock appreciation rights that are Prior Plan Awards or Inducement Plan Awards; (c) Shares delivered to, or withheld by, the Company to satisfy any tax withholding obligation with respect to an Option or a Stock Appreciation Right or an option or stock appreciation right that was a Prior Plan Award or an Inducement Plan Award; or (d) Shares purchased on the open market with the proceeds from the exercise of an Option or an option that was a Prior Plan Award or an Inducement Plan Award. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards or Prior Plan Awards or Inducement Plan Awards shall not count against the Overall Share Limit.

4.3.

Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 15,000,000 Shares may be issued pursuant to the exercise of Incentive Stock Options. In addition, no Incentive Stock Options may be granted more than ten years after the earlier to occur of (a) the date the Board approves this amended and restated Plan or (b) the Restatement Effective Date.

4.4.

Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

4.5.

Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $500,000 increased to $750,000 in the fiscal year of a non-employee Director’s initial service as a non-employee Director, which limits shall not apply to the compensation for any non-employee Director of the Company who serves in any capacity in addition to that of a non-employee Director for which he or she receives additional compensation. The Administrator may make exceptions to this limit for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion.

ARTICLE V.  
Stock Options and Stock Appreciation Rights

5.1.

General . The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and

payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2.

Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.

5.3.

Duration of Options and Stock Appreciation Rights. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation Right shall be extended until the date that is thirty (30) days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock Appreciation Right. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the end of the term of an Option or Stock Appreciation Right, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant will terminate immediately upon the effective date of such Termination of Service).

5.4.

Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5.

Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

5.5.1.

cash, wire transfer of immediately available funds or by check payable to the order of the Company; provided, that, the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

5.5.2.

if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

5.5.3.

to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

5.5.4.

to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;

5.5.5.

to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

5.5.6.

to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

ARTICL VI.  
Restricted Stock; Restricted Stock Units

6.1.

General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.

6.2.

Restricted Stock.

6.2.1.

Dividends. Subject to the last sentence in this Section 6.2(a), Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. For the avoidance of doubt, with respect to Restricted Stock that is subject to vesting, dividends which are paid prior to vesting shall only be paid out to the Participant to the extent that the vesting conditions are subsequently satisfied and the Share of Restricted Stock vests.

6.2.2.

Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

6.3.

Restricted Stock Units; Dividend Equivalents.

6.3.1.

Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.

6.3.2.

Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.

6.3.3.

Dividend Equivalents. Subject to the last sentence in this Section 6.3(c), if the Administrator provides, an Award may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and shall be subject to the same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement. For the avoidance of doubt, with respect to an Award that is subject to vesting, Dividend Equivalents which are paid prior to vesting shall only be paid out to the Participant to the extent that the vesting conditions are subsequently satisfied and the Shares subject to the Award vest. In no event shall Dividend Equivalents be granted with respect to Options and Stock Appreciation Rights.

ARTICL VII.  
Other Stock or Cash Based Awards

Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award,

including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICL VIII.  
Adjustments for Changes in Common Stock  
and Certain Other Events

8.1.

Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2.

Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

8.2.1.

To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

8.2.2.

To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

8.2.3.

To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

8.2.4.

To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued, including the number of shares that may be issued upon exercise of Incentive Stock Options under the Plan) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

8.2.5.

To replace such Award with other rights or property selected by the Administrator; and/or

8.2.6.

To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3.

Effect of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2 above, if a Change in Control occurs and a Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a) the Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant has not had a Termination of Service, and unless otherwise provided in an Award Agreement, then the Administrator shall provide that, immediately prior to the Change in Control, (i) any Awards the

vesting of which is solely time-based as of immediately prior to the Change in Control shall become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, and (ii) any Awards the vesting of which solely or partly tied to Performance Criteria as of immediately prior to the Change in Control shall be deemed achieved, and shall vest, become exercisable and/or payable, as applicable, as follows: (1) for any performance period that has not yet commenced as of the date of the Change in Control or that has commenced but has not yet ended as of the date of the Change in Control, at 100% of target levels, and (2) for any performance period that has ended prior to the date of the Change in Control, based on actual performance as measured as of the end of the performance period, and, in the case of clauses (i) and (ii) above, all other terms and conditions will be deemed met and all forfeiture, repurchase and other restrictions on the resulting portion of such Awards shall lapse. If an Award becomes vested, exercisable and/or payable in lieu of Assumption in the event of a Change in Control as provided in this Section 8.3, such Award shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration payable to other holders of Common Stock (A) which may be on such terms and conditions as apply generally to holders of Common Stock under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (B) determined by reference to the number of shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection with a Change in Control.

8.4.

Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.

8.5.

General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.  
General Provisions Applicable to Awards

9.1.

Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2.

Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3.

Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4.

Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and

the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

9.5.

Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company; provided, that, the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6.

Amendment of Award; No Repricing without Stockholder Approval. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may not, without the approval of the stockholders of the Company, reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.

9.7.

Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

9.8.

Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9.

Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of

indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

9.10.

Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Article VIII and the last sentence of this Section 9.10, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted and no Award Agreement shall reduce or eliminate such minimum vesting requirement; provided, however, that the foregoing minimum vesting requirement shall not apply to: (a) any Awards delivered in lieu of fully-vested cash-based awards under the Plan (or other fully-vested cash awards or payments), (b) any Awards to non-employee Directors for which the vesting period runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders which is at least fifty (50) weeks after the immediately preceding year’s annual meeting, or (c) any Awards that result in the issuance of an aggregate of up to five percent (5%) of the Overall Share Limit. Nothing in this Section 9.10 precludes the Administrator from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, Disability, Termination of Service or a Change in Control.

9.11Dividend Limitations. Notwithstanding any other provision of the Plan to the contrary, dividends or Dividend Equivalents with respect to an Award that is subject to vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the vesting conditions are subsequently satisfied and the Award vests.

ARTICLE X.  
Miscellaneous

10.1.

No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

10.2.

No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3.

Effective Date and Term of Plan. Unless earlier terminated by the Board, this amended and restated Plan will become effective on the date it is approved by the Company’s stockholders (the “Restatement Effective Date”), and will remain in effect until terminated by the Administrator, but Awards previously granted may extend beyond that date in accordance with the Plan. This amended and restated Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s adoption of this amended and restated Plan. If this amended and restated Plan is not approved by the Company’s stockholders, this amended and restated Plan will not become effective, no Awards will be granted under this amended and restated Plan, the Inducement Plan will continue in full force and effect in accordance with its terms, and the Original Plan will continue in full force and effect in accordance with its terms, including the existing Overall Share Limit thereunder, in accordance with its terms during the remaining term thereof.

10.4.

Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

10.5.

Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

10.6.

Section 409A.

10.6.1.

General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

10.6.2.

Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

10.6.3.

Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.7.

Limitations on Liability. Notwithstanding any other provisions of the Plan, to the extent permitted under Applicable Laws and the Company’s organizational documents, (a) no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary, and (b) the Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.

10.8.

Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

10.9.

Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company

or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.10.

Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.11.

Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

10.12.

Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

10.13.

Claw-back Provisions. If the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, then the Administrator may, in its sole discretion (considering any factors the Administrator deems appropriate), require a Participant to repay or forfeit to the Company that portion of time- and/or performance-based Awards that were granted, earned or vested during the Company’s three completed fiscal years immediately preceding the date the Company is required to prepare the accounting restatement, that the Administrator determines was in excess of the amount that would have been granted, earned or vested during such period based on the restated results. In the case of time-based Awards, a recoupment may occur, in the Administrator's sole discretion, if the Administrator concludes that the grant, earning and/or vesting of the Awards would not have been made, or would have been lower had they been based on the restated results, and it is possible to clearly compute the amount of such lesser award. The amount to be recouped shall be determined by the Administrator in its sole and absolute discretion, and the form of such recoupment may be made, in the Administrator's sole and absolute discretion, through the forfeiture or cancellation of vested or unvested Awards, cash repayment or both. Any decision by the Administrator that no recoupment shall occur because of difficulties of computation or otherwise shall not be reviewable. Further, all Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with Applicable Laws (including the Company’s Policy for Recovery of Erroneously Awarded Compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as to the extent set forth in such claw-back policy or the Award Agreement.

10.14.

Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.15.

Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.16.

Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

10.17.

Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

ARTICLE XI.  
Definitions

As used in the Plan, the following words and phrases will have the following meanings:

11.1.

“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

11.2.

“Applicable Laws” means any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

11.3.

“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.

11.4.

“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5.

“Board” means the Board of Directors of the Company.

11.6.

“Cause” shall mean (i) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s Disability); (ii) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (iii) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, indictable offense or crime involving moral turpitude; (iv) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities; or (v) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries. Notwithstanding the foregoing, if the Participant is a party to a written employment or consulting agreement with the Company (or its Subsidiary) in which the term “cause” is defined, then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.

11.7.

“Change in Control” means and includes each of the following:

(1)

A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)

of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(2)

During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(3)

The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)

which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)

after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.8.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.9.

“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

11.10.

“Common Stock” means the common stock of the Company.

11.11.

“Company” means Airgain, Inc., a Delaware corporation, or any successor.

11.12.

“Consultant” means any consultant or advisor of the Company or any parent or Subsidiary who qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on Form S-8 Registration Statement.

11.13.

“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or

becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.14.

“Director” means a Board member.

11.15.

“Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.

11.16.

“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

11.17.

“Employee” means any employee of the Company or its Subsidiaries.

11.18.

“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

11.19.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

11.20.

“Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.

11.21.

“Good Reason” shall mean (i) a change in the Participant’s position with the Company (or its Subsidiary employing the Participant) that materially reduces the Participant’s authority, duties or responsibilities or the level of management to which he or she reports, (ii) a material diminution in the Participant’s level of compensation (including base salary, fringe benefits and target bonuses under any corporate performance-based incentive programs) or (iii) a relocation of the Participant’s place of employment by more than 50 miles, provided that such change, reduction or relocation is effected by the Company (or its Subsidiary employing the Participant) without the Participant’s consent. Notwithstanding the foregoing, if the Participant is a party to a written employment or consulting agreement with the Company (or its Subsidiary) in which the term “good reason” is defined, then “Good Reason” shall be as such term is defined in the applicable written employment or consulting agreement.

11.22.

“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.23.

“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

11.24.

“Inducement Plan” means the Company’s 2021 Employment Inducement Incentive Award Plan.

11.25.

“Inducement Plan Award” means an award of Options or Restricted Stock Units that was outstanding under the Inducement Plan as of the Restatement Effective Date.

11.26.

“Non-Qualified Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.

11.27.

“Option” means an option to purchase Shares.

11.28.

“Original Effective Date” shall have the meaning set forth in Article I.

11.29.

“Original Plan” shall have the meaning set forth in Article I.

11.30.

“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

11.31.

“Overall Share Limit” means the sum of (i) 4,870,879 Shares, representing the sum of (A) 724,523 Shares originally reserved for issuance under the Original Plan as of the Original Effective Date, plus (B) 4,146,356 Shares added to the Overall Share Limit pursuant to the automatic annual evergreen increases to the number of Shares available for issuance under the Original Plan following the Original Effective Date (with the final automatic annual increase to the Overall Share Limit having occurred on January 1, 2026); plus (ii) 1,600,000 Shares newly reserved for issuance under this amended and restated Plan as of the Restatement Effective Date; plus (iii) the number of Shares, if any, subject to Inducement Plan Awards that become available for issuance under the Plan after the Restatement Effective Date in accordance with Section 4.2; plus (iv) any Shares which are subject to Prior Plan Awards which have become or in the future become available for issuance under the Plan pursuant to Section 4.2 following the Original Effective Date.

11.32.

“Participant” means a Service Provider who has been granted an Award.

11.33.

“Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include, without limitation, the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including, without limitation, (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Common Stock, (m) any business interruption event, (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.

11.34.

“Plan” means this amended and restated 2016 Incentive Award Plan.

11.35.

“Prior Plan” means the Airgain, Inc. 2013 Equity Incentive Plan, as such plan may be amended from time to time.

11.36.

“Prior Plan Award” means an award outstanding under the Prior Plan as of the Original Effective Date.

11.37.

“Restatement Effective Date” shall have the meaning set forth in Section 10.3.

11.38.

“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.39.

“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

11.40.

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

11.41.

“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.42.

“Securities Act” means the Securities Act of 1933, as amended.

11.43.

“Service Provider” means an Employee, Consultant or Director.

11.44.

“Shares” means shares of Common Stock.

11.45.

“Stock Appreciation Right” means a stock appreciation right granted under Article V.

11.46.

“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

11.47.

“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

11.48.

“Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

---

## EX-10.2

SEC source: [airg-ex10_2.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex10_2.htm)

Exhibit 10.2

April 18, 2026 Via electronic delivery

Ali Sadri

ali.sadri@wircomm.com

Dear Ali:

This Separation and Release Agreement (the “Agreement”) sets forth the severance benefits that Airgain, Inc. (the “Company”) is offering consistent with those detailed in the Separation Agreement dated May 3, 2021.

1. Separation. Your employment termination date is April 17, 2026 (the “Separation Date”). You understand and agree that you are not authorized to represent yourself as being employed or affiliated with the Company in any way following the Separation Date.

2. Final Pay (“Accrued Obligations”). As of the Separation Date, the Company paid you all accrued wages and accrued and unused vacation time off earned through the Separation Date, subject to standard payroll deductions and withholdings. You were entitled to this payment regardless of whether you sign this Agreement.

3. Health Insurance. If you participate in the Company’s medical, dental and vision insurance plans, your coverage under those plans will cease on the last day of the month of your Separation Date. To the extent provided by the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and by the Company’s current group health insurance policies, you can continue your group health insurance benefits (medical, dental and vision care) at your own expense if you are eligible. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish. However, you will be eligible for Company-paid medical and dental insurance under COBRA as described in paragraph 5 below.

4. Equity. If you were granted equity by the Company, pursuant to the terms of the equity plan and your grant agreement, all vesting will cease as of the Separation Date, however you will receive acceleration as described in Section 5 below.

5. Severance Benefits. As described in the Separation Agreement dated May 3, 2021, if you: (i) sign and return this Agreement to the Company on or within forty-five (45) days after the receipt of this Agreement and do not timely revoke your signature, and (ii) comply with other legal and contractual obligations to the Company, then in consideration for your release of claims and the other promises you have made in this Agreement, the Company will provide you with the following severance benefits (the “Severance Benefits”):

(a) Cash Severance. The Company will pay you, as severance, an amount equivalent to your base salary for twelve (12) months of base pay, which is equivalent to $325,000.08 gross (the “Severance Payment”). The Severance Payment will be subject to standard deductions and withholdings and will be paid to you via direct deposit in a lump sum on the date that is sixty (60) days following the Separation Date.

(b) COBRA Benefits. For a period of twelve (12) months after your Separation Date the Company will provide benefits under COBRA for medical and dental insurance for you and your eligible dependents who were covered under the Company’s health insurance plans as of the date of your Separation Date. To be eligible for these benefits, you must enroll in COBRA; the Company cannot enroll on the Employee’s behalf.

(c) Equity Awards. Your equity awards will cease vesting on your Separation Date. However, per your Separation Agreement dated May 3, 2021, such number of Employee’s Equity Awards will be vested as would have been vested during the twelve (12) months following the date of Employee’s termination of employment had the Employee remained in continuous service during such period. The additional twelve (12) months of vesting will be released on the date that is sixty (60) days following the Separation Date.

(d) 2025 Annual Bonus. Employee will be eligible to receive the 2025 Annual Bonus. There is no guaranteed bonus. The 2025 Annual Bonus will be paid to Employee through direct deposit at the same time such bonus is paid to other eligible employees.

(e) Completion of Departure Documents. Employee will receive Departure Documents from the Company. To be eligible for any separation benefits, Employee must complete and return the Departure Documents to the Company within 5 business days of receipt.

6. No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive from the Company any additional compensation (including base salary, bonus, incentive compensation, equity, equity acceleration, or vesting), severance, or benefits before or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account) or any vested options.

7. Transition Support. Employee will provide a Transition Document documenting the status of Employee’s work, including work in progress, open matters, and a summary of items requiring follow-up or attention by April 17, 2026 to Jacob Suen, and for a period of approximately one (1) month following your Separation Date, until May 17, 2026, agree to be reasonably responsive to occasional questions from the Company on matters related to your responsibilities while employed by the Company (“Transition Support”). All Transition Support communications shall be initiated by the Company through an email or text to you, and the commitment time is expected to be less than 30 minutes per week, or a cumulative two hours for the month. You agree to be responsive to inquiries as soon as reasonably possible, but not more than forty-eight (48) business hours from the time of the inquiry/request.

8. Expense Reimbursements. You agree that, within seven (7) calendar days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

9. Return of Company Property. Within five calendar (5) days following the Separation Date, or another date if specified by the Company in writing, you agree to return to the Company all Company documents (and all copies thereof) and other Company property which you have in your possession or control, including, but not limited to, Company files, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, customer lists, prospect information, pipeline reports, sales reports,

operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones, servers), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You agree that you will make a diligent search to locate any such documents, property, and information within five (5) calendar days after the Separation Date. If you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, within five (5) calendar days after the Separation Date, you shall provide the Company with a computer-useable copy of such information and then permanently delete and expunge such Company confidential or proprietary information from those systems; and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done. Your timely compliance with this paragraph is a condition precedent to your receipt of the Severance Benefits described above.

10. Confidentiality. The provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed by you in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement in confidence to your immediate family and to your attorneys, accountants, tax preparers, healthcare providers, and financial advisors, but only to the extent that it is required for the rendering of professional services, so long as the person is informed of your obligation to keep this Agreement confidential prior to the disclosure of the information, and promises to comply with the terms of this Agreement; (b) you may disclose this Agreement as necessary to enforce its terms, or as otherwise required by law; and (c) you may disclose this Agreement to the extent permitted by the “Protected Rights” section below or in furtherance of your rights under Section 7 of the National Labor Relations Act, if applicable. Should you be served with a subpoena or court order relating to any Released Party, then you agree to promptly notify the Company in writing and to provide the Company a copy of the subpoena no later than five (5) court days prior to the date specified in the subpoena for providing testimony or producing any documents. Nothing in this Agreement prevents or restricts the disclosure of factual information relating to claims filed in a civil or administrative action regarding sexual assault or battery, harassment or discrimination based on a legally protected characteristic, failure to prevent workplace harassment or discrimination, or retaliation against a person for reporting or opposing unlawful harassment or discrimination.

11. No Admissions. You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

12. Release of Claims.

13. (a) General Release. In exchange for the consideration provided to Employee under this Agreement to which you would not otherwise be entitled and as set forth in this Agreement, Employee and Employee’s agents, attorneys, successors in interest, subrogees, subrogors, heirs, executors, administrators and assigns hereby unconditionally release, discharge, and hold harmless the Company and any persons, agents, servants, representatives, officers, directors, stockholders, related companies, employees, specifically including, but not limited to attorneys, associations, joint ventures, corporations, parent corporations, subsidiaries, affiliates, partners, members, predecessors and successors in interest, insurers, and assigns, and legal entities (and the servants, agents, employees, directors, officers, independent contractors, representatives, consultants, insurance carriers and attorneys of any such subsidiaries, parents or affiliates), in any way affiliated with the Company (hereinafter, “Releasees”) from

any and all claims, demands, obligations, actions, causes of action, liabilities, and losses of every kind and nature whatsoever and from any and all liability for claims known or unknown arising prior to the date of execution of this Agreement. This release includes, without limiting the generality of the foregoing: any and all claims, demands, causes of action, obligations, charges, damages, liabilities, attorneys’ fees and costs relating to, arising out of, or based upon claims of harassment, discrimination, and/or retaliation in violation of local, State or Federal law; all claims of violation of public policy, including a claim for wrongful and/or constructive termination of employment; all claims for unpaid compensation and any similar wage/hour claims, including but not limited to unpaid minimum wages, overtime, commissions, bonuses, equity vesting, vacation pay, premiums, and any alleged failure to provide meal periods or rest periods; all claims based on tort, including claims for assault, battery, and sexual battery, and/or breach of contract, whether written or oral, express or implied, and any covenant of good faith and fair dealing; any claim for unlawful or unfair business practices; all claims for emotional distress; any all claims which were or could have been asserted by Employee; and all claims generally relating to Employee’s employment with the Company and the termination thereof, including any alleged violation of any federal, state or other governmental statute, regulation or ordinance, including without limitation:

a.

The Civil Rights Acts of 1866, 1964, and 1991, as amended;

b.

42 U.S.C. § 1981;

c.

The California Fair Employment and Housing Act;

d.

Section 503 of the Rehabilitation Act of 1973;

e.

Fair Labor Standards Act (including the Equal Pay Act);

f.

The California and United States Constitutions;

g.

The California Labor Code and the Private Attorney General Act pursuant to Labor Code Section 2698, et seq. (including any and all provisions authorizing Employee to seek civil penalties);

h.

The California Business and Professions Code;

i.

The Employment Retirement Security Act, as amended;

j.

The California Family Rights Act;

k.

The Age Discrimination in Employment Act of 1967, as amended;

l.

The Americans with Disabilities Act;

m.

The Family Medical Leave Act;

n.

The California Pregnancy Discrimination Act;

o.

The Worker Adjustment and Retraining Notification Act;

p.

The California Government Code;

q.

The California Wage Orders;

r.

The National Labor Relations Act;

s.

The Immigration Reform and Control Act;

t.

California Occupational Safety and Health Act, or the Federal equivalent;

u.

Families First Coronavirus Response Act, and any other COVID-19 related statute, order, or regulation; and/or

v.

The Genetic Information Nondiscrimination Act of 2008.

and the omission of any specific statute or law shall not limit the scope of this general release in any manner.

This release in all respects has been voluntarily and knowingly executed with the express intention of effecting the legal consequences provided in California Civil Code §1541, that is, the extinguishment of obligations herein designated. Employee acknowledges that Employee has no factual basis to assert a claim under Labor Code §132a for retaliation, or a “serious and willful” claim under Labor Code §4553. Notwithstanding the foregoing, Employee does not release any claims that Employee cannot lawfully waive.

Finally, by executing this Agreement, Employee represents, warrants and confirms that Employee is not an aggrieved employee for purposes of acting as a Private Attorney General under the PAGA, and specifically that Employee did not suffer any violation that would form the basis to pursue a claim/penalties under the PAGA. Moreover, Employee disclaims any right to act as a Private Attorney General under the PAGA or to participate or recover any amount in any PAGA claim brought by any other party against the Company.

(b) You have been made aware of, and understand, the provisions of California Civil Code Section 1542 (”Section 1542”), which provides:

## ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASED PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.

(c) Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; (ii) any rights which are not waivable as a matter of law, such as claims for workers’ compensation benefits and unemployment insurance benefits; and (iii) any claims for breach of this Agreement.

(d) Protected Rights. You understand that nothing in this Agreement prevents you from contacting, filing, cooperating with, providing information to, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, the Securities and Exchange Commission or any other government agency or commission, except that you acknowledge and agree that you hereby waive, to the maximum extent permitted by law, your right to any monetary benefits in connection with any such claim, charge or proceeding. Additionally, while this Agreement does not limit your right to receive an award for information provided to the government, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. Nothing in this Agreement (i) prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (ii) waives any rights you may have under Section 7 of the National Labor Relations Act, if applicable (subject to the release of claims set forth herein).

14. Representations. You hereby represent that you have been paid all compensation owed and for all time worked, have received all the leave and leave benefits and protections for which you are eligible pursuant to the Family and Medical Leave Act, or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim.

15. Continuing Obligations. You acknowledge and reaffirm your continuing obligations under the Employee Proprietary Information and Invention Assignment Agreement which you acknowledge at the time of hire and agree to abide by those continuing obligations.

16. Non-Disparagement. Except to the extent permitted by the “Protected Rights” section above, you agree not to make any voluntary statements, written or oral, or cause or encourage others to make any such statement that is knowingly false or, with reckless disregard, criticizes, defames or libels the personal and/or business reputations, practices or conduct of the Company, its officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to its or their business, business reputation, or personal reputation; provided that you may respond accurately and fully to any request for information if required by legal process or in connection with a government investigation. In addition, nothing in this provision or this Agreement prohibits or retrains you from testifying truthfully in any court or governmental forum, from making disclosures protected under the whistleblower provisions of federal or state law, or from exercising your rights to engage in protected speech under Section 7 of the National Labor Relations Act, if applicable. In response to any reference request from a prospective employer, the Company will only confirm your dates of employment and positions held.

17. No Voluntary Adverse Action. You agree that you will not voluntarily (except in response to legal compulsion or as permitted under the section of this Agreement entitled “Protected Rights”) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents.

18. Whistleblower Provision. Nothing herein shall be construed to prohibit Employee from communicating directly with, cooperating with, or providing information to, any government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U. S. Commodity Futures Trading Commission, or the U.S. Department of Justice. Employee acknowledges that the Company has provided Employee with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (i) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (ii) Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the proprietary information to my attorney and use the proprietary information in the court proceeding, if Employee files any document containing the proprietary information under seal, and does not disclose the proprietary information, except pursuant to court order.

19. Cooperation. You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of your employment by the Company. Such cooperation includes, without limitation, making yourself available to the Company upon reasonable notice, without subpoena, to provide complete, truthful, and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.

20. Older Workers’ Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f). You are advised to consult with an attorney before executing this Agreement.

(a) Acknowledgments/Time to Consider. You acknowledge and agree that (a) you have read and understand the terms of this Agreement; (b) you have been advised in writing to consult with an attorney before executing this Agreement; (c) you have obtained and considered such legal counsel as you deem necessary; (d) you have been given forty-five (45) days to consider whether or not to enter into this Agreement (although you may elect not to use the full 45-day period at your option); and (e) by signing this Agreement, you acknowledge that you do so freely, knowingly, and voluntarily.

(b) Revocation/Effective Date. This Agreement shall not become effective or enforceable until the eighth day after you sign this Agreement. In other words, you may revoke your acceptance of this Agreement within seven (7) days after the date you sign it. Your revocation must be in writing and received by the Company (attention Laura S. Blanco, Director of Human Resources) by 11:59 p.m. Pacific Standard Time on the seventh day in order to be effective. If you do not revoke acceptance within the seven (7) day period, then your acceptance of this Agreement shall become binding and enforceable on the eighth day (“Effective Date”).

(c) Preserved Rights. This Agreement does not waive or release any rights or claims that you may have under the Age Discrimination in Employment Act (“ADEA”) that arise after the execution of this Agreement. In addition, this Agreement does not prohibit you from challenging the validity of this Agreement’s waiver and release of claims under the ADEA.

21. Interpretation; Construction. The headings set forth in this Release are for convenience only and shall not be used in interpreting this Agreement. This Release has been drafted by legal counsel representing the Company, but Employee has participated in the negotiation of its terms. Furthermore, Employee acknowledges that Employee has had an opportunity to review and revise the Release and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Release. Either party’s failure to enforce any provision of this Release shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Release.

22. Governing Law; Venue. This Release shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. Employee and the Company agree that any litigation regarding this Release shall be conducted in San Diego, California. Employee and the Company hereby consent to the jurisdiction of the courts of the State of California and the United States District Court for the Southern District of California.

23. Liquidated Damages and Injunctive Remedies. In the event you or your agents breach the terms of Paragraphs 10 or 15 of this Agreement, you agree to pay as liquidated damages the sum of Four Thousand Dollars ($4,000.00) for each said breach. You agree that this sum represents a reasonable estimate of the actual damages which would be suffered as a result of any such breach and is not punitive in any way; and further represent and agree that this liquidated damages provision is fair and reasonable under the circumstances as they exist at the time of execution of this Agreement. The Company further may bring action against you arising out of any breach, for damages in an amount according to proof.

24. Miscellaneous. This Agreement, including the EMPLOYEE PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT, constitutes the complete, final, and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties, or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors, and assigns. The Company may freely assign this Agreement, without your prior written consent. You may not assign any of your duties hereunder and you may not assign any of your rights hereunder without the written consent of the Company. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. The Parties agree that each party shall pay for their own attorneys’ fees and expenses related to all claims and issues in this matter. In the event of any dispute, controversy, claim, or action arising out of or related to this Agreement, the prevailing Party shall be entitled to recover their reasonable attorneys’ fees and costs incurred in connection with the dispute, controversy, claim, or action. This Agreement will be deemed to

have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic image signatures (including .pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law) shall be equivalent to original signatures.

25. Entire Agreement. This Release and the Agreement and the other agreements referenced herein and therein constitute the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Release may be amended or modified only with the written consent of Employee and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

This Agreement will be sent to you via DocuSign to allow for electronic signature. You have forty-five (45) business days to decide whether you would like to accept this Agreement, and the Company’s offer contained herein will automatically expire if you do not sign and return it within this timeframe.

We wish you the best in your future endeavors.

Sincerely,

/s/ Suzanne Zoumaras

Suzanne Zoumaras

Chief Human Resources Officer    Airgain, Inc.

## Signatures:

Employee Signature: I have read, understand, and agree fully to the foregoing Agreement:

Signed by: /s/ Ali Sadri Date: 05/08/2026

Company Countersigned:

Signed by: /s/ Suzanne Zoumaras Date: 05/08/2026

# Older Worker’s Benefit Protection Act (OWBP) Disclosure

The following disclosure is provided in accordance with the Older Worker’s Benefit Protection Act (OWBPA), 29 U.S.C. section 626(f), and applies to the reduction in force of the Company. The OWBPA requires that we provide you with this disclosure because you are or will be age 40 or older at time of termination, you have been selected for termination, and you are being offered severance benefits in connection with this reduction in force in exchange for a general release of claims, which includes a release of claims under the federal Age Discrimination in Employment Act.

All Company employees terminated as part of this reduction in force were provided with a Release

Agreement (“Agreement”). As described in the Agreement, you will have at least 45 days to consider this disclosure and the Agreement, and you will have 7 days to revoke the Agreement after you sign it, should you choose.

This disclosure provides the job titles and ages of all Company employees within the relevant “decision unit” who were considered for, and selected or not selected for, termination. The decisional unit for this reduction in force consists of all CTO positions.

Employees were selected for termination based upon engagement, versatility, overall skill, future business need and leadership. All employees terminated as part of this reduction in force are eligible for severance benefits.

Employees in the position listed below under the “Eligible for Severance Package” heading were selected for termination and are eligible for severance benefits. Employees in the positions listed under the “Not Eligible for Severance Package” column were considered, but not selected, for termination, and are thus not eligible for severance benefits. The chart below was prepared on April 17, 2026, and the ages listed are calculated as of April 17, 2026. If you have any questions about this information, or if you wish to receive more up-to-date information in the future, please contact people@airgain.com.

Job Title Age Eligible for Severance Package Not Eligible for Severance Package

Chief Technology Officer (CTO) 62 x NA

---

## EX-31.1

SEC source: [airg-ex31_1.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex31_1.htm)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jacob Suen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Airgain, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026 /s/ Jacob Suen

Jacob Suen

President and Chief Executive Officer

(principal executive officer)

---

## EX-31.2

SEC source: [airg-ex31_2.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex31_2.htm)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Elbaz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Airgain, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026 /s/ Michael Elbaz

Michael Elbaz

Chief Financial Officer and Secretary

(principal financial officer)

---

## EX-32.1

SEC source: [airg-ex32_1.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex32_1.htm)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Airgain, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jacob Suen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2026 /s/ Jacob Suen

Jacob Suen

President and Chief Executive Officer

(principal executive officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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## EX-32.2

SEC source: [airg-ex32_2.htm](https://www.sec.gov/Archives/edgar/data/1272842/000119312526335336/airg-ex32_2.htm)

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Airgain, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Elbaz, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2026 /s/ Michael Elbaz

Michael Elbaz

Chief Financial Officer and Secretary

(principal financial officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.