Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the "Board") of Airgain, Inc. (the "Company"), and pursuant to the amended and restated bylaws of the Company, the Board appointed Stephan D. Memmen to the Board as a Class II director with an initial term expiring at the Company's 2027 annual meeting of stockholders, effective October 1, 2026.

Mr. Memmen, 56, served as Vice President of Strategy for Pulse Electronics Corporation from 2015 to 2018. Previously Mr. Memmen was Chairman of the Board of Flexstar Technology Inc. from 2014 to 2015 and President and Chief Executive Officer from 2013 to 2014. Mr. Memmen was a private real estate investor from 2010 to 2012. Prior to that, Mr. Memmen held various leadership roles at Amphenol Corporation (NYSE: APH), from 2000 to 2010, including as Advisor to the Chief Executive Officer from 2008 to 2010, Vice President and Group General Manager, Mobile Consumer Products Group (Singapore) from 2006 to 2007, Group General Manager, Mobile Consumer Products (Hong Kong) in 2005, Group General Manager, Antenna & Hinge Products from 2003 to 2004, and General Manager, Amphenol T&M Antennas from 2000 to 2003. Previously, Mr. Memmen was the owner of T&M Antennas from 1991 to 2000, until its sale to Amphenol. Mr. Memmen served on the board of directors of JSP Philippines from 2009 to 2011.

In connection with his appointment to the Board, pursuant to the Company's Non-Employee Director Compensation Program and Stock Ownership Guidelines (the "Director Compensation Policy"), Mr. Memmen was granted restricted stock units representing shares of the Company's common stock valued at $50,000 and options to purchase shares of the Company's common stock valued at $50,000, with the number of restricted stock units and options to be calculated in accordance with the Director Compensation Policy. The options have an exercise price per share equal to the fair market value of the Company's common stock on the date of grant. The foregoing awards will vest in three substantially equal annual installments on each of the first three anniversaries following the date of grant. Mr. Memmen will also receive cash compensation for his service on the Board in accordance with the Director Compensation Policy, as such policy may be amended from time to time. Further, in connection with his appointment to the Board, Mr. Memmen entered into the Company's standard form of indemnification agreement, the form of which has been filed with the Company's most recent annual report on Form 10-K.

There are no arrangements or understandings between Mr. Memmen and any other person pursuant to which Mr. Memmen was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Mr. Memmen has a material interest subject to disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Memmen is an independent director in accordance with the Nasdaq Stock Market listing rules.

In connection with the appointment of Mr. Memmen, the Board increased the size of the Board from seven to eight directors.