AXGN insider filing: PSU vesting and mandatory sell-to-cover at $16.29

Rhea-AI Filing Summary

Erick DeVinney, listed as Chief Innovation Officer and a director of Axogen, Inc. (AXGN), reported equity activity related to performance stock units. On 09/13/2025 2,500 shares of common stock were issued upon attainment of specified performance criteria, bringing his beneficial ownership to 221,786 shares. To satisfy tax withholding triggered by the vesting, the issuer's plan required a "sell-to-cover" transaction: on 09/16/2025 Mr. DeVinney sold 1,137 shares at $16.29 per share, reducing his beneficial ownership to 220,649 shares. The Form 4 indicates the sale was required by the company election under its equity incentive plans and was not a discretionary trade by the reporting person.

Positive

• 2,500 shares issued to the reporting person upon attainment of performance criteria, indicating vesting of performance-based equity
• Net increase in beneficial ownership (221,786 to 220,649 after sell-to-cover) consistent with compensation realization rather than cash sale

Negative

• 1,137 shares sold at $16.29 to cover tax withholding, which may be perceived externally as insider selling despite being mandatory
• Form 4 shows company-elected sell-to-cover, indicating tax obligations are settled by share sales rather than cash, slightly dilutive to holdings

Insights

Financial Analyst

TL;DR: Routine equity vesting and mandatory sell-to-cover tax sale; minor net increase in holdings, non-discretionary transaction.

The report shows 2,500 shares issued upon achievement of performance criteria, immediately followed by a mandated sell-to-cover of 1,137 shares to meet tax obligations. Net beneficial ownership rose by 1,363 shares from the transaction sequence. This is a standard outcome of PSU vesting and company tax-withholding elections and does not indicate a voluntary cashing-out by management. For investors, the event is informative about executive compensation realization but is not a material governance or liquidity signal on its own.

Corporate Governance Expert

TL;DR: Governance mechanics functioning as intended; mandatory sell-to-cover reduces optics of insider selling but reflects plan design.

The Form 4 documents exercise/vesting mechanics under Axogen's equity plans: performance-based issuance followed by an issuer-mandated sell-to-cover to satisfy tax withholding. The filing underscores that the company elects plan-level withholding via share sales rather than cash, a common governance choice that preserves cash but creates visible transactions on Form 4s. There is no indication of discretionary disposition or departure-related transactions in this filing.

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).

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)
09/13/2025

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	09/13/2025	09/15/2025	A		2,500(1)	A	$0	221,786	D
Common Stock	09/16/2025		S		1,137(2)	D	$16.29	220,649	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

Explanation of Responses:

1. This reflects the number of shares issued upon the attainment of certain performance criteria.

2. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of performance stock units ("PSUs") on September 13, 2025. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/Erick DeVinney	09/16/2025
	** 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

Who filed the Form 4 for AXGN and what is their role?

The Form 4 was filed by Erick DeVinney, identified as Chief Innovation Officer and a director of Axogen, Inc.

How many shares were issued to the reporting person on 09/13/2025?

On 09/13/2025, 2,500 shares of common stock were issued upon attainment of performance criteria.

Why were 1,137 shares sold on 09/16/2025 and at what price?

The sale of 1,137 shares on 09/16/2025 at $16.29 per share was a mandatory "sell-to-cover" to satisfy tax withholding obligations under the issuer's equity incentive plans.

What was the reporting person's beneficial ownership after these transactions?

Following the transactions, the reporting person beneficially owned 220,649 shares.

Does the Form 4 indicate the sale was a discretionary insider trade?

No. The filing explicitly states the sale was required by the issuer's election under its equity incentive plans and did not represent a discretionary trade by the reporting person.