Axogen (AXGN) CMO granted 23,000 RSUs and adjusts share holdings

Rhea-AI Filing Summary

Axogen, Inc.’s Chief Marketing Officer, Jens Kemp, reported equity compensation changes and related tax-withholding transactions. On February 26, 2026, he was granted 23,000 restricted stock units (RSUs) and 50,670 shares of common stock as awards at no purchase price.

The RSUs vest fully on February 26, 2030, with 50% vesting on February 26, 2028 and 25% vesting on each of the next two yearly anniversaries. To cover withholding tax from vesting PSUs and RSUs, the issuer withheld 15,414 shares at $31.90 and 2,952 shares at $30.65, and no shares were sold by Kemp. Following these transactions, he directly holds 76,451 shares of common stock and 23,000 RSUs, and a prior overstatement of his beneficial ownership by 4,003 shares has been corrected.

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^*

Kemp Jens

(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 Marketing 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		50,670(1)	A	$0	94,817(2)(3)	D
Common Stock	02/26/2026	03/26/2026	F		15,414(4)	D	$31.9	79,403	D
Common Stock	03/01/2026	03/02/2026	F		2,952(5)	D	$30.65	76,451	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	(6)	02/26/2026	02/26/2026	A		23,000		(7)	(7)	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. The previous Form 4 filed by the Reporting Person overstated the number of shares beneficially owned by the Reporting Person by 4,003 shares of Common Stock. The amount reported herein has been corrected.

3. Includes 2,120 shares acquired under the Axogen Employee Stock Purchase Plan on December 31, 2025.

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 performance stock units ("PSUs").

5. 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").

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

7. 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:

	Marc Began, as attorney-in-fact for Jens Kemp	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 did Axogen (AXGN) CMO Jens Kemp report in this Form 4?

Jens Kemp reported equity awards and related tax-withholding entries. He received common stock and restricted stock units, while certain shares were withheld by Axogen to satisfy tax obligations tied to vesting performance stock units and restricted stock units, without any open-market sales by him.

How many RSUs and shares did Jens Kemp receive from Axogen (AXGN)?

Kemp received 23,000 restricted stock units and 50,670 shares of Axogen common stock as grants on February 26, 2026. These awards were reported at a per-share price of $0.00, reflecting equity compensation rather than open-market purchases.

What are the vesting terms of Jens Kemp’s 23,000 Axogen (AXGN) RSUs?

The 23,000 RSUs fully vest on February 26, 2030. Half of the aggregate RSUs vest on February 26, 2028, with an additional 25% vesting on each of the next two 12‑month anniversaries, and vested shares will be delivered to Kemp on each vesting date.

Were any Axogen (AXGN) shares sold by Jens Kemp in this Form 4?

No shares were sold by Kemp. The filing states that 15,414 and 2,952 shares of common stock were withheld by Axogen to pay withholding tax liabilities triggered by vesting PSUs and RSUs, rather than representing discretionary open-market sales.

What correction to Axogen (AXGN) CMO Jens Kemp’s holdings was disclosed?

The Form 4 notes a prior overstatement of Kemp’s beneficial ownership by 4,003 common shares. The amounts reported now reflect a corrected share count, aligning his disclosed holdings with actual ownership after adjusting the earlier reporting error.

What are Jens Kemp’s Axogen (AXGN) holdings after these transactions?

After the reported tax-withholding and award transactions, Kemp directly holds 76,451 shares of Axogen common stock and 23,000 restricted stock units. The filing also notes that his holdings include 2,120 shares previously acquired under Axogen’s Employee Stock Purchase Plan.

How were Axogen (AXGN) share withholding prices determined for Kemp’s tax liabilities?

For tax-withholding purposes, Axogen withheld 15,414 common shares valued at $31.90 per share and 2,952 shares valued at $30.65 per share. These amounts correspond to the issuer’s use of shares to settle Kemp’s withholding tax obligations upon vesting of equity awards.