Axogen (NASDAQ: AXGN) raises CFO compensation and adds 2-year non-compete

Rhea-AI Filing Summary

Axogen, Inc. reported that its Compensation Committee approved higher pay and updated restrictive covenants for Chief Financial Officer Lindsey Hartley. Effective January 1, 2026, her annual base salary will increase by 7%, and her target bonus opportunity under the company’s annual incentive program will rise from 50% to 60% of her annual base salary. The company and Ms. Hartley also entered into an Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, effective December 5, 2025, which includes a two-year post-employment non-competition covenant, while her other compensatory arrangements remain unchanged.

0000805928false00008059282025-12-032025-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

AXOGEN, INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota

(State or Other Jurisdiction of

Incorporation or Organization)

001-36046

(Commission File Number)

41-1301878

(I.R.S. Employer Identification No.)

13631 Progress Boulevard, Suite 400 Alachua, Florida

(Address of principal executive offices)

32615

(Zip Code)

(386) 462-6800

(Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

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

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Common Stock, $0.01 par value			AXGN			The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

On December 3, 2025, the Compensation Committee of the Board of Directors of Axogen, Inc. (the “Company”) approved amendments to the compensation arrangements for Lindsey Hartley, the Company’s Chief Financial Officer.

Effective January 1, 2026, Ms. Hartley’s:

•annual base salary will increase by 7%, and

•target bonus opportunity under the Company’s annual incentive program will increase from 50% to 60% of her annual base salary.

In connection with the foregoing, the Company and Ms. Hartley also entered into an Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement (the “Amended Agreement”), which replaces her prior agreement and includes, among other provisions, a two-year post-employment non-competition covenant. The Amended Agreement is effective as of December 5, 2025.

Except as described above, Ms. Hartley’s existing compensatory arrangements, including the terms of her employment agreement, remain unchanged.

The above description of the Amended Agreement is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the full text of the Amended Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
10.1			Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated December 5, 2025, by and between Axogen Corporation and Lindsey Hartley
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			AXOGEN, INC.
Dated: December 5, 2025			By:			/s/ Marc Began
						Marc Began
						Executive Vice President, General Counsel and Chief Compliance Officer

FAQ

What executive compensation changes did Axogen (AXGN) approve for its CFO?

Axogen’s Compensation Committee approved a 7% increase in Chief Financial Officer Lindsey Hartley’s annual base salary and raised her target bonus opportunity under the annual incentive program from 50% to 60% of her annual base salary, effective January 1, 2026.

When do the new compensation terms for Axogen (AXGN) CFO Lindsey Hartley take effect?

The new compensation terms for Chief Financial Officer Lindsey Hartley, including the 7% base salary increase and the higher 60% target bonus opportunity, become effective on January 1, 2026.

What is included in Axogen’s new agreement with CFO Lindsey Hartley?

Axogen and Lindsey Hartley entered into an Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, which replaces her prior agreement and adds, among other provisions, a two-year post-employment non-competition covenant.

When is the amended non-competition agreement for Axogen (AXGN) CFO effective?

The Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement between Axogen and Chief Financial Officer Lindsey Hartley is effective as of December 5, 2025.

Did Axogen (AXGN) change any other terms of the CFO’s employment?

Aside from the increases in base salary and target bonus and the new Amended and Restated Agreement, Ms. Hartley’s existing compensatory arrangements, including the terms of her employment agreement, remain unchanged.

Where can investors find the full text of Axogen’s amended agreement with its CFO?

The full text of the Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement with Lindsey Hartley is filed as Exhibit 10.1 to the report and is incorporated by reference.