Airgain Reports Inducement Awards Under Nasdaq Rule 5635(c)(4)

Airgain Grants Inducement Equity Awards to New Employees Under 2021 Incentive Plan

Airgain, Inc., a leading provider of advanced wireless connectivity solutions, has announced the granting of inducement equity awards to several newly hired employees. The awards, issued on February 15, 2026, were approved under the company’s 2021 Employment Inducement Incentive Award Plan, a program specifically designed to attract and retain top talent by offering equity-based compensation as an incentive to join the organization.

Details of the Inducement Awards

The inducement awards granted to the new employees consist of a combination of stock options and restricted stock units (RSUs). In total, the company granted options to purchase 24,297 shares of its common stock, along with 18,794 RSUs. These equity incentives are intended to align the interests of the new employees with those of the company’s shareholders while also encouraging long-term commitment to the organization.

The stock options carry a 10-year term and have an exercise price of $5.58 per share, which represents the fair market value of Airgain’s common stock on the grant date. This structure ensures that employees benefit directly from any increase in the company’s share price over time.

The vesting schedule for the options follows a standard four-year structure. Under this arrangement, 25% of the shares subject to the options will vest on the first anniversary of the vesting commencement date, which is set for March 15, 2026. The remaining 75% of the option shares will vest in 36 equal monthly installments thereafter. As with most equity incentive programs, the vesting is contingent upon the employee’s continued service with the company through each applicable vesting date.

Structure and Vesting of the RSUs

In addition to stock options, the company also granted 18,794 RSUs as part of the inducement awards. Each RSU represents a contingent right to receive one share of Airgain’s common stock upon vesting. Unlike stock options, RSUs do not require an exercise price, meaning employees receive the shares outright once the vesting conditions are met.

The RSUs follow a four-year vesting schedule, with shares vesting in four substantially equal installments. These vesting dates are set for March 15 of each year from 2027 through 2030. As with the options, vesting is subject to the employee’s continued employment with the company through each respective vesting date.

This combination of options and RSUs provides a balanced equity package. Stock options reward employees for long-term share price appreciation, while RSUs provide more predictable value, helping to create both performance-based and retention-focused incentives.

Approval and Compliance With Nasdaq Rules

The inducement awards were approved by the Compensation Committee of Airgain’s Board of Directors, as required under Nasdaq Rule 5635(c)(4). This rule allows companies listed on the Nasdaq exchange to grant equity awards to new employees outside of existing shareholder-approved equity compensation plans, provided the awards are used as a material inducement for employment.

In accordance with the rule, the awards were granted specifically to employees who recently joined the company and were not individually negotiated. The use of inducement awards enables companies to remain competitive in attracting high-quality talent, particularly in industries where technical expertise is in high demand.

Strategic Importance of Equity Incentives

Equity-based compensation has become a common and effective strategy for technology companies seeking to recruit and retain skilled professionals. By granting stock options and RSUs, companies provide employees with a direct financial stake in the organization’s performance and long-term success.

For Airgain, these inducement awards are part of a broader strategy to strengthen its workforce as it continues to develop advanced wireless connectivity solutions. As the demand for high-performance wireless technologies grows across industries, the company’s ability to attract and retain engineering, product, and operational talent will play a critical role in its competitive positioning.

Equity incentives also encourage employees to focus on long-term value creation rather than short-term results. Since the awards vest over several years, employees are motivated to remain with the company and contribute to sustained growth and innovation.

Airgain’s Position in the Wireless Connectivity Market

Headquartered in San Diego, California, Airgain specializes in advanced wireless connectivity solutions that support next-generation technologies, including 5G. The company’s products are designed to deliver high performance, energy efficiency, and cost-effective deployment across a range of applications.

Airgain’s mission is centered on connecting the world through integrated, innovative, and optimized wireless solutions. Its product portfolio is structured around three primary markets, reflecting the growing demand for reliable wireless connectivity across different industries.

In the enterprise market, the company develops connectivity solutions that support commercial and industrial applications, including fleet management, asset tracking, and smart infrastructure. These solutions help businesses improve operational efficiency and enable data-driven decision-making.

Within the automotive sector, Airgain provides advanced connectivity products that support connected vehicles and emerging mobility technologies. As vehicles become increasingly reliant on wireless communication for navigation, safety features, and infotainment, the demand for reliable and high-performance antenna systems continues to rise.

The company also serves the consumer market, offering connectivity solutions for a range of devices that require strong and stable wireless performance. This includes products designed for home networking, mobile devices, and other consumer electronics.

Growth Opportunities in 5G and Connected Technologies

The global rollout of 5G networks is creating significant opportunities for companies like Airgain. As 5G adoption expands, demand is increasing for advanced antenna systems and connectivity solutions capable of supporting higher data speeds, lower latency, and more reliable connections.

In addition to 5G, the rise of the Internet of Things (IoT), smart cities, and autonomous vehicles is driving further demand for robust wireless infrastructure. Airgain’s focus on integrated and optimized connectivity solutions positions it to participate in these long-term growth trends.

The company’s ability to innovate and bring new products to market will depend heavily on its engineering and technical talent. This underscores the importance of inducement awards and other equity-based incentives as tools for attracting skilled professionals in a competitive labor market.

Long-Term Alignment With Shareholders

By granting equity awards to new employees, Airgain is reinforcing its commitment to aligning employee interests with those of its shareholders. When employees hold stock options or RSUs, they benefit directly from increases in the company’s share price, creating a shared incentive to drive performance and growth.

This alignment can also contribute to a stronger corporate culture, as employees become more invested in the company’s success. Over time, equity-based compensation can help build a more stable and motivated workforce, supporting both operational execution and strategic initiatives.

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