Axogen, Inc. (AXGN) CFO reports option exercise and stock sale in Form 4

Rhea-AI Filing Summary

Axogen, Inc. reported an equity transaction by its Chief Financial Officer. On 12/15/2025, the CFO exercised an employee stock option to acquire 14,812 shares of Axogen common stock at an exercise price of $8.27 per share. On the same date, the CFO sold 14,812 shares of common stock at a weighted average sale price of $29.8605 per share, leaving 31,376 shares of common stock beneficially owned directly after the transactions.

The derivative position tied to this option was reduced to zero following the exercise. The option related to 14,812 underlying shares of Axogen common stock and was scheduled to be fully vested by March 16, 2027 under a vesting schedule where 50% vested on March 16, 2025 and an additional 12.5% vested every six months thereafter.

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)
12/15/2025

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
Common Stock	12/15/2025		M		14,812	A	$8.27	46,188	D
Common Stock	12/15/2025		S		14,812	D	$29.8605(1)	31,376	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
Employee Stock Option (right to purchase)	$8.27	12/15/2025		M			14,812	(2)	03/16/2033	Common Stock	14,812	$0	0	D

Explanation of Responses:

1. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $29.875 to $29.860 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2027 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2025 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

Remarks:

	/s/ Marc Began, as attorney-in-fact for Lindsey Hartley	12/17/2025
	** 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 insider transaction did Axogen, Inc. (AXGN) disclose in this Form 4?

The filing shows the Chief Financial Officer of Axogen, Inc. exercised an employee stock option for 14,812 shares of common stock at $8.27 per share and sold 14,812 shares of common stock at a weighted average price of $29.8605 per share on 12/15/2025.

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

After the reported exercise and sale on 12/15/2025, the Chief Financial Officer beneficially owns 31,376 shares of Axogen common stock directly.

What was the exercise price of the Axogen (AXGN) employee stock option in the Form 4?

The employee stock option reported in the filing had an exercise price of $8.27 per share for 14,812 underlying shares of Axogen common stock.

What sale price is reported for the Axogen (AXGN) shares sold by the CFO?

The filing reports a weighted average sale price of $29.8605 per share for the 14,812 shares of Axogen common stock sold on 12/15/2025. The shares were sold in multiple transactions at prices ranging from $29.875 to $29.860 per share.

What happened to the Axogen (AXGN) stock options after the transaction?

Following the 12/15/2025 exercise of the employee stock option covering 14,812 shares of Axogen common stock, the number of derivative securities beneficially owned for that option position was reduced to 0.

What vesting schedule applied to the Axogen (AXGN) employee stock option in the Form 4?

The filing explains that all shares underlying the employee stock option will be fully vested on March 16, 2027. According to the schedule, 50% of the aggregate shares vested on March 16, 2025, and an additional 12.5% vest every six months thereafter.