Axogen (NASDAQ: AXGN) EVP reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Axogen, Inc. executive vice president and general counsel Marc A. Began reported several equity compensation transactions. On February 26, 2026, he received a grant of 23,000 restricted stock units (RSUs), which vest through February 26, 2030 under a multi-year schedule.

On February 26, 2026 and March 1, 2026, performance stock units and RSUs vested, leading to the acquisition and delivery of 11,250 shares of common stock at no cost via derivative exercises. In connection with these vestings, 8,753 shares at $31.90 and 4,427 shares at $30.65 of common stock were withheld to cover tax liabilities; the footnotes state that no shares were sold by Began.

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^*

Began Marc A

(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)
	EVP & General Counsel

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	52,065	D
Common Stock	02/26/2026	02/26/2026	F		8,753(2)	D	$31.9	43,312	D
Common Stock	03/01/2026	03/02/2026	M		11,250(3)	A	$0	54,562	D
Common Stock	03/01/2026	03/02/2026	F		4,427(4)	D	$30.65	50,135	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	(5)	02/26/2026	02/26/2026	A		23,000		(6)	(6)	Common Stock	23,000	$0	23,000	D
Restricted Stock Units	$0(5)	03/01/2026	03/02/2026	M		11,250		(7)	(7)	Common Stock	11,250	$0	11,250	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. This reflects the number of restricted stock units ("RSUs") that vested on March 1, 2026.

4. 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 RSUs.

5. Each RSU represents a contingent right to receive one share of Axogen, Inc. common stock.

6. All shares of Axogen Inc. common stock underlying the RSUs 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.

7. All shares of Axogen, Inc. common stock underlying the RSUs will be fully vested on March 1, 2027 based on a vesting schedule whereby 50% of the aggregate shares vest on March 1, 2025, and an additional 25% of the aggregate shares vest each twelve months thereafter. Vested shares will be delivered to the Reporting Person upon the vesting date. The RSUs were granted pursuant to an inducement award agreement outside of the Issuer's Amended and Restated 2019 Long-Term Incentive Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

Remarks:

	/s/ Marc Began	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 Marc A. Began?

Axogen reported that Marc A. Began received equity awards and had shares withheld for taxes. He was granted RSUs, had performance and restricted stock units vest, and corresponding common shares were delivered while some were retained to satisfy tax obligations.

How many restricted stock units did Marc A. Began receive from Axogen (AXGN)?

Marc A. Began received a grant of 23,000 restricted stock units (RSUs). These units vest over several years through February 26, 2030, with 50% vesting in 2028 and the remaining 50% vesting in two annual 25% installments thereafter.

Were any Axogen (AXGN) shares actually sold by Marc A. Began in this Form 4?

No, the footnotes explicitly state that no shares were sold by Marc A. Began. Shares shown under code F transactions were withheld by Axogen to cover tax liabilities triggered by vesting of performance stock units and RSUs.

What share amounts were withheld for taxes in Marc A. Began’s Axogen (AXGN) transactions?

Axogen withheld 8,753 shares of common stock at $31.90 per share and 4,427 shares at $30.65 per share. These withholdings covered the tax liabilities from vesting of performance and restricted stock units.

When will Marc A. Began’s new Axogen (AXGN) RSU grant be fully vested?

All shares underlying the new 23,000 RSU grant will be fully vested on February 26, 2030. The vesting schedule provides 50% vesting on February 26, 2028, and 25% vesting on each of the following two yearly anniversaries.

What does each Axogen (AXGN) RSU represent in Marc A. Began’s Form 4?

Each Axogen RSU reported for Marc A. Began represents a contingent right to receive one share of Axogen, Inc. common stock. Shares are delivered to him only when the RSUs vest according to the specified vesting schedules.