AXGN director William Burke reports 32,191-share sales under 10b5-1 plan

Rhea-AI Filing Summary

William P. Burke, a director of Axogen, Inc. (AXGN), reported multiple sales of common stock on 10/02/2025 and 10/03/2025. The filings show four sale entries totaling 32,191 shares sold from both Mr. Burke and the Elizabeth J. Burke 2024 Irrevocable Trust. The reported sale prices are shown as weighted averages with executed price ranges between $18.00 and $18.60 per share.

The Form 4 states the transactions were made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025. After the reported transactions the schedule shows 2,293 shares held directly and 0 shares held indirectly by the trust in the most recent line, reflecting the post-transaction beneficial ownership reported on the form.

Positive

• Trades executed under a Rule 10b5-1(c) plan adopted March 14, 2025, indicating preplanned, documented transactions
• Weighted-average pricing disclosed with price ranges provided ($18.00–$18.60), improving transparency about execution

Negative

• None.

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).

X

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^*

Burke William P. Mr.

(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)
10/02/2025

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	10/02/2025		S		2,400	D	$18.01(1)	7,600	I	By Trust
Common Stock	10/02/2025		S		7,620	D	$18.0053(2)	16,864	D
Common Stock	10/03/2025		S		7,600	D	$18.2062(3)(4)	0	I	By Trust
Common Stock	10/03/2025		S		14,571	D	$18.2062(4)	2,293	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. The sale from the Elizabeth J. Burke 2024 Irrevocable Trust, of which William P. Burke is a stakeholder and a Trustee, reported on this Form 4 was made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.00 to $18.04 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

2. The sale reported on this Form 4 was made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.00 to $18.02 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. The sale is from the Elizabeth J. Burke 2024 Irrevocable Trust, of which William P. Burke is a stakeholder and a Trustee.

4. The sale reported on this Form 4 was made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.00 to $18.60 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Marc Began, as attorney-in-fact for William Burke	10/06/2025
	** 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 did Axogen director William P. Burke report on Form 4 (AXGN)?

He reported multiple sales totaling 32,191 shares executed on 10/02/2025 and 10/03/2025, with weighted-average prices in the $18.00–$18.60 range.

Were the sales by William P. Burke part of a trading plan?

Yes. The Form 4 states the sales were made pursuant to a Rule 10b5-1(c) trading plan adopted March 14, 2025.

How many shares does William P. Burke beneficially own after the reported transactions?

The filing shows 2,293 shares owned directly following the reported transactions and 0 shares held indirectly by the trust in the final reported line.

Which trust was involved in the reported sales?

Sales were reported from the Elizabeth J. Burke 2024 Irrevocable Trust, of which Mr. Burke is a stakeholder and a Trustee.

What price details are disclosed on the Form 4 for these transactions?

The filings disclose weighted-average prices and ranges: some sales executed between $18.00 and $18.04, others between $18.00 and $18.02, and another group between $18.00 and $18.60.