Axogen (AXGN) innovation chief reports stock awards and tax-share withholding

Rhea-AI Filing Summary

Axogen, Inc. Chief Innovation Officer Erick Wayne DeVinney reported equity compensation and related tax-withholding transactions. On February 26, 2026, he received grants of 23,000 restricted stock units and 33,780 shares of common stock as awards, at no cash cost per share.

The filing also shows dispositions of 11,276 shares and 10,702 shares of common stock identified as tax-withholding transactions, used to cover tax liabilities from the vesting of performance stock units and restricted stock units. Footnotes clarify that no shares were sold by the reporting person in these dispositions.

Each restricted stock unit represents one share of Axogen common stock. The RSU award is scheduled to fully vest on February 26, 2030, with 50% vesting on February 26, 2028 and an additional 25% vesting each 12 months thereafter, with shares delivered upon each vesting date.

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^*

DeVinney Erick Wayne

(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)
	Chief Innovation Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026	02/26/2026	A		33,780(1)	A	$0	274,912	D
Common Stock	02/26/2026	02/26/2026	F		10,702(2)	D	$31.9	264,210	D
Common Stock	03/01/2026	03/02/2026	F		11,276(3)	D	$30.65	252,934	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	(4)	02/26/2026	02/26/2026	A		23,000		(5)	(5)	Common Stock	23,000	$0	23,000	D

Explanation of Responses:

1. This reflects the number of shares that became vested as of February 26, 2026, upon the attainment and certification of certain performance criteria.

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

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

4. Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.

5. All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on February 26, 2030 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on February 26, 2028 (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 Erick DeVinney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Axogen (AXGN) report for Erick Wayne DeVinney?

Axogen reported that Erick Wayne DeVinney received equity awards and had shares withheld for taxes. He was granted 23,000 restricted stock units and 33,780 shares of common stock, while 11,276 and 10,702 shares were withheld to cover tax liabilities from equity vesting.

Did the Axogen (AXGN) executive sell any shares in this Form 4 filing?

No, the footnotes state that no shares were sold by the reporting person. The reported dispositions represent shares of Axogen common stock withheld by the company to pay withholding tax liabilities incurred when performance stock units and restricted stock units vested.

What equity awards did Axogen (AXGN) grant to its Chief Innovation Officer?

Axogen granted the Chief Innovation Officer 23,000 restricted stock units and 33,780 shares of common stock as equity awards. Each restricted stock unit represents a contingent right to receive one share of Axogen common stock under a defined multi-year vesting schedule.

How do the restricted stock units for Axogen (AXGN) vest in this Form 4?

All shares underlying the 23,000 restricted stock units will be fully vested on February 26, 2030. The vesting schedule provides that 50% vest on February 26, 2028, with an additional 25% vesting every 12 months thereafter until fully vested.

Why were Axogen (AXGN) shares disposed of in this insider Form 4 filing?

The dispositions reflect shares withheld by Axogen to satisfy tax obligations, not market sales. Specifically, 11,276 and 10,702 shares of common stock were retained by the issuer to cover withholding tax liabilities when performance stock units and restricted stock units vested.

What does each restricted stock unit represent in the Axogen (AXGN) Form 4?

Each restricted stock unit represents a contingent right to receive one share of Axogen common stock. Actual shares are delivered to the reporting person when the units vest according to the specified schedule running through February 26, 2030.