Axogen (AXGN) CFO receives 17,500 RSUs and 17,500 shares, 6,704 withheld for taxes

Rhea-AI Filing Summary

Axogen, Inc. CFO Lindsey Marie Hartley reported equity compensation activity involving restricted stock units and common shares. She received a grant of 17,500 restricted stock units, each representing a contingent right to one share of Axogen common stock. On the same date, she also acquired 17,500 shares of common stock, increasing her direct common stock holdings to 51,157 shares before tax withholding.

To cover tax obligations from vesting restricted stock units, 6,704 common shares were withheld by Axogen at $35.38 per share, reducing her directly held common stock to 44,453 shares. According to the vesting schedule, all shares underlying the restricted stock units will be fully vested on February 22, 2028, with 50% vesting on February 22, 2026 and an additional 25% vesting each of the next two years.

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)
02/22/2026

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	02/22/2026	02/23/2026	A		17,500	A	$0	51,157(1)	D
Common Stock	02/22/2026	02/23/2026	F		6,704(2)	D	$35.38	44,453	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	$0(3)	02/22/2026	02/23/2026	A		17,500		(4)	(4)	Common Stock	17,500	$0	17,500	D

Explanation of Responses:

1. Includes 2,281 shares acquired under the Axogen Employee Stock Purchase Plan on December 31, 2025.

2. No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").

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 22, 2028 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on February 22, 2026 (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	02/24/2026
	** Signature of Reporting Person	Date
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