Axogen (NASDAQ: AXGN) director exercises options and sells 46,653 shares

Rhea-AI Filing Summary

Axogen, Inc. director stock transactions: On 12/16/2025, a director of Axogen, Inc. exercised employee stock options to acquire 18,248 shares of common stock at $7.04 per share and 21,825 shares at $6.95 per share. These exercises increased the director’s direct holdings to 46,653 shares.

On the same date, the director sold 18,248 shares and 21,825 shares at a weighted average sale price of $29.547 per share, and an additional 6,580 shares at $29.55 per share. After these transactions, the director held 0 shares of common stock directly and 43,651 employee stock options, which are exercisable for Axogen common stock.

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^*

Weiler Kathy Johnson

(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)
12/16/2025

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	12/16/2025		M		18,248	A	$7.04	24,828	D
Common Stock	12/16/2025		M		21,825	A	$6.95	46,653	D
Common Stock	12/16/2025		S		18,248	D	$29.547(1)	28,405	D
Common Stock	12/16/2025		S		21,825	D	$29.547(1)	6,580	D
Common Stock	12/16/2025		S		6,580	D	$29.55	0	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
Employee Stock Option (right to purchase)	$7.04	12/16/2025		M			18,248	(2)	06/06/2034	Common Stock	18,248	$0	0	D
Employee Stock Option (right to purchase)	$6.95	12/16/2025		M			21,825	(3)	12/20/2033	Common Stock	21,825	$0	43,651	D

Explanation of Responses:

1. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $29.01 to $30.00 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. Non-qualified stock option portion of the annual equity grant for service as Director on the Axogen, Inc. Board of Directors. The grant fully vested on June 6, 2025, the one-year anniversary of the date of the grant.

3. Option grant for joining the Issuer's Board of Directors. Options vest in three equal annual installments on the annual anniversary of the grant date with the first vesting date occurring on December 20, 2024.

Remarks:

	/s/ Marc Began, as attorney-in-fact for Kathy Weiler	12/17/2025
	** 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 insider transaction did Axogen (AXGN) report on 12/16/2025?

On 12/16/2025, an Axogen, Inc. director exercised stock options to acquire 18,248 shares at $7.04 and 21,825 shares at $6.95, then sold shares on the same day.

How many Axogen (AXGN) shares did the director sell in this Form 4?

The director sold 18,248 shares and 21,825 shares at a weighted average price of $29.547 per share, plus 6,580 shares at $29.55 per share, for a total of 46,653 shares sold.

How many Axogen (AXGN) shares and options does the insider hold after the reported transactions?

After the transactions, the director held 0 shares of Axogen common stock directly and 43,651 employee stock options exercisable for Axogen common stock.

What types of securities are involved in this Axogen (AXGN) Form 4 filing?

The filing involves Axogen common stock and employee stock options with exercise prices of $7.04 and $6.95 per share, each tied to specific equity grants for Board service.

What were the purposes of the Axogen (AXGN) stock options exercised by the director?

One option grant was the non-qualified stock option portion of the annual equity grant for service as a director, fully vested on June 6, 2025, and another was an option grant for joining the Board that vests in three equal annual installments.

How is the sale price reported for the Axogen (AXGN) insider transactions?

The reported sale price of $29.547 per share is a weighted average sale price for multiple transactions ranging from $29.01 to $30.00 per share.