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Inogen (Nasdaq: INGN) adds COO Andy Reding with equity package

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Inogen, Inc. is creating a new Chief Operating Officer role and has appointed Andy Reding, effective July 6, 2026. He will oversee revenue, operations, and cross-functional execution as the company pursues new products and geographic expansion in respiratory care.

Reding’s employment agreement provides a $500,000 annual base salary, a target bonus equal to 70% of salary, and a $100,000 cash sign-on bonus, partially repayable if he departs under certain conditions within two years. Inogen will also reimburse $2,500 of his legal fees related to the agreement.

As an equity inducement, Reding will receive 130,000 time-based RSUs, vesting in three equal annual installments, granted outside existing equity plans under Nasdaq Listing Rule 5635(c)(4). If he is terminated without cause or resigns for good reason, he may receive salary continuation and subsidized medical benefits for 12 months, or 24 months if this occurs around a change of control, subject to a release of claims and other conditions.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $500,000 per year COO Andy Reding annual base salary
Target bonus 70% of base salary Annual performance bonus opportunity for COO
Sign-on bonus $100,000 Cash sign-on bonus for COO, partially repayable
Legal fee reimbursement $2,500 Payment within 30 days of effective date
Inducement RSUs 130,000 shares Time-based RSUs vesting over three years
Severance duration (standard) 12 months salary Termination without cause or for good reason outside change-of-control period
Severance duration (change of control) 24 months salary Termination without cause or for good reason during change-of-control period
restricted stock units financial
"The employment agreement also provides for an equity award of time-based restricted stock units (“RSUs”) covering 130,000 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change of control financial
"outside of the period beginning on the date three months before, and ending on the date 12 months following, a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Nasdaq Stock Market Rule 5635(c)(4) regulatory
"inducement awards outside of the terms of the Company’s existing equity incentive plans in compliance with an exemption from Nasdaq’s shareholder approval requirements under Nasdaq Stock Market Rule 5635(c)(4)"
Regulation FD regulatory
"The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference ... for complying with its disclosure obligations under Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Section 280G of the Internal Revenue Code financial
"If any of the payments ... would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code"
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Learn about SEC filing dates
false0001294133Inogen Inc00012941332026-07-012026-07-01

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 01, 2026

 

 

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36309

33-0989359

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

500 Cummings Center

Suite 2800

 

Beverly, Massachusetts

 

01915

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (805) 562-0500

 

 

 

 

(Former address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

INGN

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On June 2, 2026, the Board of Directors (“Board”) of Inogen, Inc. (the “Company”) appointed Andrew (Andy) Reding to serve as Executive Vice President, Chief Operating Officer (“COO”) of the Company, effective July 6, 2026.

Mr. Reding, 56, served as Chief Commercial Officer of Viant Medical from September 2020 to March 2026 where he led the commercial function and teams supporting complex medical device design and manufacturing programs. Prior to joining Viant Medical, Mr. Reding served as Vice President and General Manager at Hillrom Respiratory Health from 2015 to 2020. Prior to that, he held a variety of senior leadership roles at Trumpf Medical Systems, which was acquired by Hillrom. Mr. Reding received a masters degree in business and administration from the University of South Carolina and a bachelor’s degree in business administration and English from Marquette University.

On June 2, 2026, the Board, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved, and the Company entered into, an employment and severance agreement with Mr. Reding (the “employment agreement”), effective July 6, 2026 (the “Effective Date”). Mr. Reding’s employment under the employment agreement will begin on the Effective Date and is at will and may be terminated at any time by the Company or by Mr. Reding. Pursuant to the employment agreement, Mr. Reding will receive an annual base salary of $500,000 and a target annual performance bonus opportunity of seventy percent (70%) of his annual base salary. The employment agreement provides for a cash sign-on bonus of $100,000, which is repayable on a pro-rata basis if, prior to the second anniversary of the Effective Date, Mr. Reding’s employment is terminated by the Company for cause or Mr. Reding resigns without good reason (in each case as defined in the employment agreement). In addition, the employment agreement provides that the Company will pay Mr. Reding $2,500 within thirty (30) days of the Effective Date to cover legal fees incurred in connection with entry into the employment agreement.

The employment agreement also provides for an equity award of time-based restricted stock units (“RSUs”) covering 130,000 shares of the Company’s common stock. Subject to Mr. Reding’s continued service with the Company, one-third of the RSUs will vest annually over three years.

The RSUs will be granted on the Effective Date and are subject to the terms and conditions of the related award agreement. The RSUs will be granted as independent inducement awards outside of the terms of the Company’s existing equity incentive plans in compliance with an exemption from Nasdaq’s shareholder approval requirements under Nasdaq Stock Market Rule 5635(c)(4).

The employment agreement also provides that Mr. Reding will be eligible to receive equity awards pursuant to any plans or arrangements that the Company may have in effect from time to time, and as approved by the Board or the Compensation Committee.

Mr. Reding’s employment agreement also provides that if, outside of the period beginning on the date three months before, and ending on the date 12 months following, a change of control (as defined in the employment agreement) (such period, the “change of control period”), his employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the following severance benefits:

continued payment of his base salary for a period of 12 months following his termination date; and
for up to 12 months following his termination date, under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"), he and his eligible dependents will only be required to pay the portion of the costs of medical benefits as he was required to pay as of the date of his termination, or he will receive taxable monthly payments for the equivalent period in the event the Company determines that the COBRA subsidy could violate applicable law.

The employment agreement further provides that if, during the change of control period, Mr. Reding’s employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the same severance benefits described above, except that he will receive continued payment of his base salary for a period of 24 months following his termination date.

Mr. Reding’s receipt of the severance benefits described above is conditioned on his timely signing and not revoking a release of claims, resigning all directorships, committee memberships or any other positions he holds with the Company, and continuing to comply with certain covenants in the employment agreement and in his confidential information, invention assignment, and arbitration agreement with the Company.

If any of the payments provided for under the employment agreement or otherwise payable to Mr. Reding would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and would be subject to the related excise tax under Section 4999 of the Code, then he will be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.

The summary of Mr. Reding’s employment agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

In addition, Inogen has entered into its standard form of indemnification agreement with Mr. Reding. The form indemnification


agreement was filed with the Securities and Exchange Commission on November 27, 2013 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 and is incorporated herein by reference. Mr. Reding has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Reding or any other person pursuant to which Mr. Reding was selected as an officer. There are no family relationships between Mr. Reding and any of the Company’s directors or executive officers.

Item 7.01. Regulation FD Disclosure.

On July 1, 2026, the Company issued a press release announcing the Chief Operating Officer appointment described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 

 Description

10.1

 

Employment and Severance Agreement by and between the Company and Andrew Reding, effective as of July 6, 2026.

99.1

Press Release dated July 1, 2026.

104

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

INOGEN, INC.

 

 

 

 

Date:

July 1, 2026

By:

/s/ Jason Richardson

 

 

 

Jason Richardson
Executive Vice President, Chief Financial Officer
Treasurer (Principal Accounting and Financial Officer)
 

 


 

Exhibit 99.1

 

img132417817_0.jpg

 

Inogen Announces the Appointment of Andy Reding as Chief Operating Officer

 

Newly created role strengthens leadership structure to support Inogen’s global commercial and operational execution

 

BEVERLY, Mass., July 1, 2026 -- Inogen, Inc. (Nasdaq: INGN), a medical technology company offering innovative respiratory products for use in the homecare setting, today announced the appointment of Andy Reding to the newly created role of Chief Operating Officer, effective Monday, July 6, 2026. Mr. Reding will be responsible for driving revenue and operational performance, aligning cross-functional priorities, and helping ensure Inogen’s strategy is translated into efficient and measurable outcomes.

“As we continue to diversify Inogen’s business through new product launches and geographic expansion, we are streamlining our leadership structure to enhance execution and accelerate delivery of our strategic priorities,” said Kevin Smith, Inogen’s Chief Executive Officer. “Andy’s deep experience building high-performing teams and scaling complex medical technology businesses will be invaluable as we continue to drive top-line growth, advance profitability and expand the innovation pipeline.”

“I am honored to join Inogen at such an important time in the company’s evolution,” said Andy Reding. “Inogen has a strong foundation, a compelling mission, and significant opportunities to expand its impact for patients and providers globally. I look forward to working with Kevin and the broader team to transform Inogen into a global respiratory care leader.”

Mr. Reding joins Inogen with more than 30 years of leadership experience across medical technology, commercial operations, product development, and healthcare reimbursement. Most recently, he served as Chief Commercial Officer of Viant Medical, where for more than six years he led teams supporting complex medical-device design and manufacturing programs. Across 25 facilities, Viant serves hundreds of medical device companies, including the top companies in the world, and experienced exceptional growth during his tenure.

Mr. Reding has extensive respiratory care experience as he served as Vice President and General Manager of Hillrom Respiratory Health, where he led sales, marketing, customer service, research and development, reimbursement, and third-party billing. During his tenure, his team expanded the sales force, developed new products, and successfully navigated FDA and CMS requirements to bring innovative products to market.

Mr. Reding holds a Master of Business Administration from the University of South Carolina and a bachelor’s degree from Marquette University.

In connection with entering into employment with Inogen, Mr. Reding will receive an inducement equity award of restricted stock units (“RSUs”) covering an aggregate of 130,000 shares of Inogen’s common stock. Subject to Mr. Reding’s continued service with Inogen, one-third of the RSUs will vest annually over three years. The equity award was approved in accordance with Nasdaq Listing Rule 5635(c)(4).

 

 

 


 

Inogen has used, and intends to continue to use, its Investor Relations website, http://investor.inogen.com/, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

About Inogen

Inogen, Inc. (Nasdaq: INGN) is a leading global medical technology company offering innovative respiratory products for use in the homecare setting. Inogen supports patient respiratory care by developing, manufacturing, and marketing innovative best-in-class respiratory therapy devices used to deliver care to patients suffering from chronic respiratory conditions. Inogen partners with patients, prescribers, home medical equipment providers, and distributors to make its respiratory therapy products widely available, allowing patients the chance to manage the impact of their disease.

For more information, please visit www.inogen.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that are not historical facts, including, but not limited to, statements regarding Inogen’s future business plans, market opportunities, financial outlook, growth strategies, and anticipated operational results, are forward-looking statements. Words such as “aims,” “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to, risks and uncertainties relating to Inogen’s 2026 full year financial guidance; market acceptance of its products; competition; its sales, marketing and distribution capabilities; its planned sales, marketing, and research and development activities; and risks associated with international operations. Information on these and additional risks, uncertainties, and other information affecting Inogen’s business operating results are contained in its Annual Report on Form 10-K for the period ended December 31, 2025, and in its other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Inogen disclaims any obligation to update these forward-looking statements except as may be required by law.

Contact
ir@inogen.net

 

 


FAQ

What executive change did Inogen (INGN) announce in this 8-K?

Inogen appointed Andy Reding as its new Chief Operating Officer, effective July 6, 2026. The newly created role focuses on driving revenue, operational performance, and alignment of cross-functional priorities to support product launches and geographic expansion in respiratory care.

What are Andy Reding’s key compensation terms at Inogen (INGN)?

Andy Reding will receive a $500,000 annual base salary and a target bonus equal to 70% of salary. His package also includes a $100,000 cash sign-on bonus and reimbursement of $2,500 in legal fees related to his employment agreement.

What equity award will Inogen’s new COO Andy Reding receive?

Andy Reding will receive an inducement grant of restricted stock units covering 130,000 shares of Inogen common stock. One-third of the RSUs will vest annually over three years, subject to his continued service, and are granted under Nasdaq Listing Rule 5635(c)(4).

What severance protections does Inogen (INGN) provide to Andy Reding?

If terminated without cause or he resigns for good reason outside a change-of-control period, Reding can receive 12 months of base-salary continuation and subsidized medical benefits. During a defined change-of-control period, the salary continuation extends to 24 months, subject to release conditions.

How does a change of control affect the COO’s severance at Inogen?

During the change-of-control period, if Inogen terminates Reding without cause or he resigns for good reason, he remains eligible for medical benefit support but receives 24 months of base-salary continuation instead of 12, assuming he signs and does not revoke a release of claims.

How is Inogen’s inducement RSU grant to Andy Reding structured?

The inducement grant consists of 130,000 time-based RSUs that vest in three equal annual installments. The grant is made outside existing equity incentive plans as an independent inducement award in compliance with Nasdaq Listing Rule 5635(c)(4).

Filing Exhibits & Attachments

3 documents