Inogen, Inc. Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

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nasdaq listing rule 5635(c)(4) regulatory

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

restricted stock units financial

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

rsus financial

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

psus financial

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

performance-based restricted stock units financial

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

03/30/2026 - 04:05 PM

BEVERLY, Mass.--(BUSINESS WIRE)-- Inogen, Inc. (Nasdaq: INGN), a medical technology company offering innovative respiratory products for use in the homecare setting, today announced that the Compensation Committee of Inogen’s Board of Directors approved awards of restricted stock units as material inducement to Jason Richardson and Dominic Hulton entering into employment with the company to serve as its Chief Financial Officer and Chief Marketing Officer, respectively. The equity awards were approved in accordance with Nasdaq Listing Rule 5635(c)(4), which also requires a public announcement of equity awards that are not made under a stockholder approved equity plan.

In connection with entering into employment with Inogen, Mr. Richardson, who was not previously an employee or director of Inogen, will receive equity awards of restricted stock units covering an aggregate of 200,000 shares of Inogen’s common stock, comprised of (i) 100,000 time-based restricted stock units (“RSUs”) and (ii) 100,000 performance-based restricted stock units (“PSUs”); provided that overachievement of the performance goals may result in Mr. Richardson receiving up to a maximum of 150,000 PSUs. Subject to Mr. Richardson’s continued service with Inogen, one-third of the RSUs will vest annually over three years. Subject to Mr. Richardson’s continued service with Inogen, the PSUs will vest based on Inogen’s achievement of specified performance goals.

In connection with entering into employment with Inogen, Mr. Hulton, who was not previously an employee or director of Inogen, will receive an equity award of $200,000 time-based RSUs. The number of shares of common stock underlying Mr. Hulton’s grant of RSUs will be determined based on the closing price of Inogen’s common stock on the date his employment commences, which is expected to be April 1, 2026. Subject to Mr. Hulton’s continued service with Inogen, one-third of the RSUs will vest annually over three years.

Each of these awards were granted pursuant to stand-alone inducement award agreements outside of the Company’s Amended and Restated 2023 Equity Incentive Plan but are generally subject to the same terms and conditions that apply to awards granted under the Company’s Amended and Restated 2023 Equity Incentive Plan.

About Inogen

Inogen, Inc. (Nasdaq: INGN) is a leading global medical technology company offering innovative respiratory products for use in the homecare setting. Inogen supports patient respiratory care by developing, manufacturing, and marketing innovative best-in-class respiratory therapy devices used to deliver care to patients suffering from chronic respiratory conditions. Inogen partners with patients, prescribers, home medical equipment providers, and distributors to make its respiratory therapy products widely available, allowing patients the chance to manage the impact of their disease.

For more information, please visit www.inogen.com.

Inogen has used, and intends to continue to use, its Investor Relations website, http://investor.inogen.com/, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that are not historical facts, including, but not limited to, statements regarding Inogen’s future business plans, market opportunities, financial outlook, growth strategies, and anticipated operational results, are forward-looking statements. Words such as “aims,” “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to, risks and uncertainties relating to Inogen’s 2026 first quarter and full year financial guidance; market acceptance of its products; competition; its sales, marketing and distribution capabilities; its planned sales, marketing, and research and development activities; and risks associated with international operations. Information on these and additional risks, uncertainties, and other information affecting Inogen’s business operating results are contained in its Annual Report on Form 10-K for the period ended December 31, 2025, and in its other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Inogen disclaims any obligation to update these forward-looking statements except as may be required by law.