Equity awards and tax share withholding for Axogen (NASDAQ: AXGN) CFO

Rhea-AI Filing Summary

Axogen, Inc. reported equity compensation changes for CFO Lindsey Marie Hartley. On February 26, 2026, she acquired 23,000 restricted stock units (RSUs), each representing a contingent right to receive one share of Axogen common stock.

On the same date, 17,453 shares of common stock became vested upon attainment and certification of performance criteria, increasing her direct common stock holdings. 6,630 shares of common stock at $31.90 per share were withheld to satisfy tax obligations related to these awards and did not involve an open market sale. After these transactions, she directly owned 55,276 shares of common stock and 23,000 RSUs, with the RSUs scheduled to vest 50% on February 26, 2028 and the remainder annually until fully vested on February 26, 2030.

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 FL 32615

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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

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

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	02/26/2026	02/26/2026	A		17,453(1)	A	$0	61,906	D
Common Stock	02/26/2026	02/26/2026	F		6,630(2)	D	$31.9	55,276	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	(3)	02/26/2026	02/26/2026	A		23,000		(4)	(4)	Common Stock	23,000	$0	23,000	D

Explanation of Responses:

1. This reflects the number of shares that became vested as of February 26, 2026, upon the attainment and certification of certain performance criteria.

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 PSUs 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 February 26, 2030 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on February 26, 2028 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.

Remarks:

	/s/ Marc Began, as attorney-in-fact for Lindsey Hartley	02/27/2026
	** 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).
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FAQ

What equity awards did Axogen (AXGN) grant to its CFO in this Form 4?

Axogen granted CFO Lindsey Marie Hartley 23,000 restricted stock units (RSUs) on February 26, 2026. Each RSU represents a contingent right to receive one share of Axogen common stock, subject to a multi-year vesting schedule through February 26, 2030.

How many Axogen (AXGN) shares vested for the CFO and why?

On February 26, 2026, 17,453 shares of common stock vested for the CFO. The vesting occurred after the attainment and certification of certain performance criteria tied to previously granted performance-based stock units, converting those performance awards into common shares.

Were any Axogen (AXGN) shares sold on the open market in this Form 4?

No open market sale occurred. 6,630 shares of common stock were withheld by Axogen at $31.90 per share to cover tax withholding and remittance obligations related to the net settlement of performance stock units, rather than being sold in the market.

What are the vesting terms for the 23,000 Axogen (AXGN) RSUs granted to the CFO?

The 23,000 RSUs vest over four years ending February 26, 2030. 50% of the aggregate RSUs vest on February 26, 2028, with an additional 25% vesting on each of the next two annual anniversaries, when shares are delivered.

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

Following the reported transactions, CFO Lindsey Marie Hartley directly owns 55,276 shares of Axogen common stock. She also holds 23,000 restricted stock units, which will convert into shares of common stock as they vest under the stated schedule through February 26, 2030.

What is the nature of the "F" coded transaction in Axogen (AXGN) CFO’s Form 4?

The "F" transaction reflects a tax-withholding disposition, not a discretionary sale. Axogen withheld 6,630 shares of common stock at $31.90 per share to satisfy tax liabilities tied to vested performance stock units, with no open market trading involved.