[Form 4] Axogen, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Axogen, Inc. (AXGN) director William P. Burke reported the sale of 736 shares of common stock on 10/06/2025 at a weighted average price of approximately $18.00 to $18.01 per share, leaving him with 1,557 shares beneficially owned. The filing notes the sale was executed under a pre-established Rule 10b5-1(c) trading plan adopted on 3/14/2025, and the reported price is a weighted average across multiple transactions; additional breakdowns by price will be provided on request to regulators or the issuer. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Burke on 10/07/2025.

Positive

• Sale executed under a Rule 10b5-1(c) trading plan adopted on 3/14/2025, indicating preplanned timing
• Transaction size is modest (736 shares), suggesting limited market impact

Negative

• Insider ownership declined to 1,557 shares after the sale, reducing director stake
• Sale disclosed may create short-term negative optics about insider selling

Insights

Governance & Compliance Analyst

Insider sale was preplanned under a 10b5-1 plan, reducing holdings modestly.

The director sold 736 shares at an average near $18.00, leaving 1,557 shares owned, and documented that the trades were executed under a Rule 10b5-1(c) plan adopted on 3/14/2025. Using a trading plan typically signals the trades were scheduled in advance, which can reduce regulatory questions about timing.

Risks include the optics of insider selling and the relatively small remaining ownership. Monitor any subsequent Form 4s for additional sales or plan terminations over the next 3-12 months to assess ongoing insider alignment.

Equity Markets Analyst

The transaction size is small in absolute terms and unlikely to move market pricing.

From a market-impact perspective, disposing of 736 shares at about $18.00 per share represents a modest absolute value and the filing lists a weighted average price range of $18.00-$18.01. There is no change to derivative holdings reported.

Investors may watch trading activity and additional insider filings in the near term; absent larger or repeated disposals, this single planned sale is not materially impactful to capitalization or float.

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).

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)
10/06/2025

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	10/06/2025		S		736	D	$18.001(1)	1,557	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 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 $18.01 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	10/07/2025
	** 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 Burke report on Form 4 (AXGN)?

He reported the sale of 736 shares on 10/06/2025, leaving 1,557 shares beneficially owned.

At what price were the AXGN shares sold by the insider?

The shares were sold at a weighted average price of approximately $18.00 to $18.01 per share.

Was the sale by the AXGN director part of a trading plan?

Yes. The sale was made pursuant to a Rule 10b5-1(c) trading plan adopted on 3/14/2025.

Who signed the Form 4 for William Burke?

The Form 4 was signed by Marc Began, as attorney-in-fact for William Burke on 10/07/2025.

Does the Form 4 show any derivative transactions by the reporting person?

No. Table II (derivative securities) lists no derivative transactions or holdings for the reporting person.