Axogen (AXGN) CFO nets shares from 9,000 RSU vesting as company withholds stock for taxes

Rhea-AI Filing Summary

Axogen, Inc. CFO Lindsey Marie Hartley reported routine equity compensation activity tied to restricted stock units (RSUs) vesting on March 16, 2026. She exercised RSUs covering 9,000 shares of common stock, consistent with the plan that each RSU delivers one share when it vests.

To satisfy tax withholding obligations, the issuer withheld 3,542 shares of common stock at $32.84 per share rather than executing any open-market sale. After these RSU conversions and tax withholdings, Hartley holds 60,734 shares of Axogen common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hartley Lindsey Marie

(Last) (First) (Middle)

13631 PROGRESS BLVD.

SUITE 400

(Street)

ALACHUA FLORIDA 32615

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Axogen, Inc. [ AXGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026	03/16/2026	M		4,000(1)	A	$0	59,276	D
Common Stock	03/16/2026	03/16/2026	F		1,574(2)	D	$32.84	57,702	D
Common Stock	03/16/2026	03/16/2026	M		5,000(1)	A	$0	62,702	D
Common Stock	03/16/2026	03/16/2026	F		1,968(2)	D	$32.84	60,734	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(3)	03/16/2026	03/16/2026	M		4,000		(4)	(4)	Common Stock	4,000	$0	4,000	D
Restricted Stock Units	$0(3)	03/16/2026	03/16/2026	M		5,000		(5)	(5)	Common Stock	5,000	$0	5,000	D

Explanation of Responses:

1. This reflects the number of restricted stock units ("RSUs") that vested on March 16, 2026.

2. This represents the number of shares of Common Stock that have been withheld by the issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent an open market sale.

3. Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.

4. All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2027 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2025 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares are delivered to the reporting person upon the vesting date.

5. All shares of Axogen Inc. common stock underlying the restricted stock units are fully vested on March 16, 2026 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the grant date) and an additional 25% of the aggregate shares vested each 12 months thereafter. Vested shares are delivered to the reporting person upon the vesting date.

Remarks:

	/s/ Marc Began, as attorney-in-fact for Lindsey Hartley	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Axogen (AXGN) CFO Lindsey Marie Hartley report on this Form 4?

Lindsey Marie Hartley reported RSU vesting and related share movements. She exercised restricted stock units into 9,000 Axogen common shares and had 3,542 of those shares withheld by the company to cover tax obligations, leaving her with 60,734 shares held directly after these transactions.

How many Axogen (AXGN) shares did the CFO acquire through RSU vesting?

The CFO exercised RSUs into 9,000 shares of Axogen common stock. These shares came from restricted stock units that vested on March 16, 2026. Each RSU represents the right to receive one share of common stock once the vesting conditions under the grant schedule are met.

Were any Axogen (AXGN) shares sold on the open market in this filing?

No open-market sales occurred in this Form 4. The only share dispositions were 3,542 Axogen common shares withheld by the issuer to satisfy tax withholding and remittance obligations associated with RSU vesting, as explicitly noted, which does not constitute an open-market sale.

How many Axogen (AXGN) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly holds 60,734 Axogen shares. This figure reflects the RSU conversions into common stock on March 16, 2026, offset by shares withheld by the company to cover taxes due at the time of vesting.

What are the vesting terms for the Axogen (AXGN) restricted stock units in this filing?

The RSUs vest over a four-year schedule from the grant date. One grant fully vested by March 16, 2026, and another is scheduled to be fully vested by March 16, 2027, with 50% vesting after 24 months and 25% vesting in each of the next two years.

How does Axogen (AXGN) satisfy tax obligations on the CFO’s RSU vesting?

Axogen covers tax obligations by withholding vested shares. In this filing, 3,542 shares of common stock were withheld at a price of $32.84 per share to meet tax withholding and remittance requirements, instead of the CFO selling shares on the open market.