[Form 4] Axogen, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Axogen, Inc. (AXGN) – Form 4 insider filing

Director Paul Thomas received 18,867 restricted stock units (RSUs) on 19 June 2025 as part of the company’s annual equity award for board service. The award is valued at approximately $200,000 on the grant date and will vest one year later on 19 June 2026. No shares were sold or disposed of, and the RSUs convert to one share of common stock each upon vesting. Following the grant, Thomas beneficially owns 18,867 derivative securities in direct form. The filing does not disclose any cash transactions, option exercises, or changes to previously held positions.

Positive

• Director alignment: 18,867 RSUs valued at $200k increase insider exposure without selling shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director RSU grant worth $200k; no insider selling, modestly positive signal.

The Form 4 records an annual equity grant to Director Paul Thomas, aligning board compensation with shareholder interests. Because the RSUs come at no purchase cost and vest over one year, they encourage near-term retention but do not represent management buying with personal capital. No disposals or sales were reported, so there is no negative liquidity signal. Given Axogen’s $500-600 million market cap range, the $200k award (<1% dilution) is immaterial to valuation yet modestly reassuring for governance alignment.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

THOMAS PAUL

(Last) (First) (Middle)

C/O AXOGEN, INC. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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

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	(1)	06/19/2025		A		18,867		(2)	(2)	Common Stock	18,867	$0	18,867	D

Explanation of Responses:

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

2. Annual equity grant for service as Director on the Axogen, Inc. Board of Directors. The number of shares pursuant to the equity grant is based on a $200,000 valuation as of the grant date and vests on June 19, 2026, the one-year anniversary of the grant date.

Remarks:

	/s/ Marc Began, as attorney-in-fact for Paul Thomas	06/20/2025
	** 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.

FAQ

What did AXGN disclose in the June 2025 Form 4?

Director Paul Thomas received 18,867 RSUs valued at about $200k, vesting on 19 June 2026.

Did Paul Thomas sell any Axogen shares?

No. The filing shows no sales or disposals; only an RSU grant was reported.

When do the granted RSUs vest?

The RSUs fully vest on 19 June 2026, one year after the grant date.

How many AXGN shares does the director hold after the transaction?

After the grant, he beneficially owns 18,867 derivative securities representing common shares upon vesting.

Is the transaction part of a Rule 10b5-1 trading plan?

The filing does not indicate the RSU grant was made under a Rule 10b5-1 plan.