[Form 4] Axogen, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Axogen, Inc. (AXGN) – Form 4 insider filing dated 20 June 2025

The document discloses that Director Alan M. Levine received an annual equity award of 14,150 restricted stock units (RSUs) on 19 June 2025. The grant carries an estimated fair value of $150,000 and converts to common stock on a one-for-one basis. All units vest in a single tranche on 19 June 2026, aligning compensation with a full year of board service. No open-market transactions occurred, and the exercise price is $0, confirming the award is strictly compensatory.

After the grant, Levine beneficially owns 14,150 derivative securities; no common shares were sold or otherwise disposed of. The reported transaction uses code “A,” indicating an award rather than a purchase or sale.

From a capital-structure perspective, the additional shares represent roughly 0.03 % dilution against Axogen’s ~43 million shares outstanding—an immaterial impact. Nonetheless, the filing provides a modestly positive governance signal by further aligning a board member’s interests with those of shareholders.

Positive

• Insider alignment: Director receives 14,150 RSUs, reinforcing long-term shareholder alignment.
• No share sales: Filing shows only an award (code A) with zero disposals, avoiding potential negative sentiment.

Negative

• Minor dilution: Grant adds ~0.03 % to potential share count, though impact is immaterial.
• Not a cash purchase: Because the award is compensatory, it lacks the stronger signaling effect of an insider buy funded with personal capital.

Insights

Sell-Side Financial Analyst

TL;DR: Routine RSU grant; negligible dilution; minor alignment positive.

This Form 4 is largely administrative. The $150K award adds only 14,150 potential shares—about 0.03 % of the float—so earnings-per-share impact is de minimis. Because it is a scheduled annual grant, it does not convey incremental information about management’s view of valuation, unlike an open-market insider purchase. Investors may view the award as a basic alignment mechanism, but it should not influence the investment thesis or valuation models.

Corporate Governance Specialist

TL;DR: Standard board compensation; signals continued engagement, risk-neutral.

The one-year cliff vesting structure incentivizes the director to maintain board service through 2026, promoting continuity. No accelerated vesting or performance conditions are noted, so the grant is neutral from a pay-for-performance standpoint. Given the tiny dilution, shareholders face minimal economic cost. Overall governance effect: neutral-to-slightly positive, but not material.

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
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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).

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^*

Levine Alan M

(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)
06/19/2025

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

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	(1)	06/19/2025		A		14,150		(2)	(2)	Common Stock	14,150	$0	14,150	D

Explanation of Responses:

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

2. Annual equity grant for service as Director on the Axogen, Inc. Board of Directors. The number of shares pursuant to the equity grant is based on a $150,000 valuation as of the grant date and vests on June 19, 2026, the one-year anniversary of the grant date.

Remarks:

	/s/ Marc Began, as attorney-in-fact for Alan Levine	06/20/2025
	** 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 (AXGN) disclose in the 20 June 2025 Form 4?

Director Alan M. Levine received 14,150 RSUs valued at roughly $150,000, vesting on 19 June 2026.

How many shares could be issued from the RSU grant to Alan Levine?

If fully vested, the grant converts into 14,150 shares of Axogen common stock.

Does the filing indicate any insider sales of AXGN shares?

No. The transaction code is A for award; there were no dispositions.

When do the newly granted RSUs vest?

All units vest on 19 June 2026, one year after the grant date.

What is the potential dilution from the RSU award?

Approximately 0.03 % of Axogen’s ~43 million outstanding shares—considered immaterial.