AXGN: Director Amy Wendell Receives Annual $150K Equity Grant

Rhea-AI Filing Summary

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

Director Amy McBride Wendell received an annual equity grant of 14,150 restricted stock units (RSUs) on 06/19/2025. The award is valued at $150,000 and represents the company’s standard director compensation. Each RSU converts to one common share upon vesting, which occurs in a single tranche on 06/19/2026, the one-year anniversary of the grant date. Following the transaction, Wendell’s directly held derivative position totals 14,150 RSUs; no open-market purchases or sales of common stock were reported. The filing does not indicate the adoption of a Rule 10b5-1 trading plan, and no other securities were acquired or disposed of.

Because the award is part of routine board compensation rather than an opportunistic purchase, the filing is unlikely to have a material impact on AXGN’s share price but does underscore continued alignment between the director and shareholder interests through equity-based pay.

Insights

Corporate Governance Specialist

TL;DR: Routine annual RSU grant; neutral market impact, modest alignment benefit.

The Form 4 shows a standard non-cash compensation event—14,150 RSUs valued at $150k issued to Director Amy Wendell. Vesting over one year is shorter than multi-year plans but consistent with many small-mid cap boards. No open-market buying means limited signaling value; however, the award marginally increases insider equity exposure, which governance best practice views favorably. With only 0.03–0.05% of shares outstanding (exact float not provided), dilution and market impact are negligible.

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
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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^*

Wendell Amy McBride

(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		14,150		(2)	(2)	Common Stock	14,150	$0	14,150	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 $150,000 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 Amy Wendell	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

How many Axogen (AXGN) shares did Director Amy Wendell receive?

She received 14,150 restricted stock units, convertible to the same number of common shares upon vesting.

What is the dollar value of the RSU grant detailed in the Form 4?

The RSU award carries a $150,000 grant-date valuation.

When do the granted RSUs vest?

The units vest one year later on 06/19/2026.

Did the filing report any open-market purchases or sales by the director?

No; the Form 4 only discloses the RSU grant, with no common stock transactions.

Does the Form 4 mention a Rule 10b5-1 trading plan?

The form includes a checkbox reference, but no 10b5-1 plan was indicated as adopted for this transaction.