Axogen insider filing: matched sales at $24.048 and $24.008

Rhea-AI Filing Summary

Axogen (AXGN) Form 4: Director William Burke reported option exercises and matched open‑market sales executed under a Rule 10b5‑1(c) trading plan adopted March 14, 2025. On 11/05/2025, he exercised 11,431 stock options at $8.14 and sold 11,431 shares at a weighted average price of $24.048, with trades ranging from $24.00 to $24.25. On 11/06/2025, he exercised 5,347 options at $8.14 and sold 5,347 shares at a weighted average of $24.008, with trades from $24.00 to $24.06.

Following these transactions, he held 100 shares of common stock directly. The underlying options are from a grant that vested in three equal annual installments on the anniversary of the July 11, 2022 grant date and carry an expiration of 07/11/2032. The filing shows 22,818 derivative securities beneficially owned after the 11/06 activity.

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).

X

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^*

Burke William P. Mr.

(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)
11/05/2025

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	11/05/2025	11/05/2025	M		11,431	A	$8.14	11,531	D
Common Stock	11/05/2025	11/05/2025	S		11,431	D	$24.048(1)	100	D
Common Stock	11/06/2025	11/06/2025	M		5,347	A	$8.14	5,447	D
Common Stock	11/06/2025	11/06/2025	S		5,347	D	$24.008(2)	100	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
Stock Option (right to purchase)	$8.14	11/05/2025	11/05/2025	M			11,431	(3)	07/11/2032	Common Stock	11,431	$0	28,165	D
Stock Option (right to purchase)	$8.14	11/06/2025	11/06/2025	M			5,347	(3)	07/11/2032	Common Stock	5,347	$0	22,818	D

Explanation of Responses:

1. The sale reported on this Form 4 was made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.25 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

2. The sale reported on this Form 4 was made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.06 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. This grant vested in three equal annual installments on the annual anniversary of the grant date, July 11, 2022.

Remarks:

	/s/ Marc Began, as attorney-in-fact for William Burke	11/07/2025
	** 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 Axogen (AXGN) disclose in this Form 4?

A director exercised stock options and sold the same number of shares on 11/05/2025 and 11/06/2025 under a Rule 10b5-1(c) plan.

Were the AXGN sales made under a 10b5-1 plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025.

What were the AXGN transaction sizes and prices?

11/05: 11,431 shares exercised at $8.14 and sold at a $24.048 weighted average (range $24.00–$24.25). 11/06: 5,347 at $8.14 and sold at $24.008 (range $24.00–$24.06).

How many AXGN shares does the reporting person hold after these trades?

100 shares of common stock directly.

What AXGN options remain after the reported transactions?

22,818 derivative securities beneficially owned are shown after the 11/06/2025 activity, tied to options expiring 07/11/2032.

What is the vesting and expiration for the reported AXGN options?

The grant vested in three equal annual installments on the anniversary of the July 11, 2022 grant date and expires on 07/11/2032.