[Form 4] Axogen, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Axogen, Inc. director reports stock option exercises and share sales. On 12/16/2025, the reporting person exercised three non-qualified stock option grants for 5,000, 20,436 and 18,248 shares of Axogen common stock at exercise prices of $8.95, $6.30 and $7.04 per share. On the same date, they sold 5,000, 20,436 and 18,248 shares at a weighted average sale price of $29.312 per share, with individual sale prices ranging from $28.99 to $29.63. After these transactions, the reporting person directly beneficially owned 93,826 shares of Axogen common stock, and the reported option grants had zero derivative securities remaining.

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^*

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)
12/16/2025

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	12/16/2025		M		5,000	A	$8.95	98,826	D
Common Stock	12/16/2025		M		20,436	A	$6.3	119,262	D
Common Stock	12/16/2025		M		18,248	A	$7.04	137,510	D
Common Stock	12/16/2025		S		5,000	D	$29.312(1)	132,510	D
Common Stock	12/16/2025		S		20,436	D	$29.312(1)	112,074	D
Common Stock	12/16/2025		S		18,248	D	$29.312(1)	93,826	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)	$8.95	12/16/2025		M			5,000	(2)	12/29/2026	Common Stock	5,000	$0	0	D
Stock Option (right to purchase)	$6.3	12/16/2025		M			20,436	(3)	09/01/2033	Common Stock	20,436	$0	0	D
Stock Option (right to purchase)	$7.04	12/16/2025		M			18,248	(4)	06/06/2034	Common Stock	18,248	$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 $28.99 to $29.63 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. Board of Directors' non-qualified stock option grant that vested in full May 26, 2017.

3. Board of Directors' non-qualified stock option grant that vested in full September 1, 2024.

4. Board of Directors' non-qualified stock option grant that vested in full June 6, 2025.

Remarks:

	/s/ Marc Began, attorney-in-fact for Amy McBride-Wendell	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 (AXGN) report on this Form 4?

The filing reports a director exercising three stock option grants and selling the resulting Axogen common shares on 12/16/2025.

How many Axogen (AXGN) shares did the director acquire and sell on 12/16/2025?

The director acquired 5,000, 20,436 and 18,248 shares through option exercises and sold the same amounts of Axogen common stock on 12/16/2025.

At what prices were the Axogen (AXGN) stock options exercised and shares sold?

The options were exercised at $8.95, $6.30 and $7.04 per share, and the shares were sold at a weighted average price of $29.312 per share, with sale prices ranging from $28.99 to $29.63.

How many Axogen (AXGN) shares does the director own after these transactions?

Following the reported transactions, the director beneficially owned 93,826 shares of Axogen common stock in direct ownership.

What happened to the Axogen (AXGN) stock options reported in this Form 4?

The three non-qualified stock option grants covering 5,000, 20,436 and 18,248 shares were exercised in full, leaving 0 derivative securities beneficially owned from those grants.

What roles does the reporting person have at Axogen (AXGN)?

The reporting person is identified as a Director of Axogen, Inc. and filed the Form 4 as one reporting person.