Inogen (INGN) CEO receives 90,000 RSU grant and reports tax share withholdings

Q: What equity awards did Inogen (INGN) CEO Kevin Smith receive in this Form 4?

Kevin Smith reported receiving a grant of 90,000 restricted stock units on February 27, 2026. He also acquired common stock on March 1, 2026 from vested performance-based and time-based restricted stock unit awards tied to 2025 fiscal year performance and prior grants.

Q: How do the new restricted stock units for Inogen (INGN) CEO vest?

The 90,000 restricted stock units vest over three years, subject to continued service. One-third vests on March 1, 2027 , and an additional one-third vests on the same date in each of the next two years under the disclosed vesting schedule.

Q: Were any of the Inogen (INGN) CEO’s shares sold in the market in this Form 4?

The Form 4 reports tax-withholding dispositions , not open-market sales. Shares totaling 16,374 , 13,700 , and 14,511 were withheld by the company to satisfy tax liabilities related to vesting restricted stock unit awards on March 1, 2026.

Q: What performance conditions affected Inogen (INGN) CEO’s vested shares?

Some reported shares came from a 2023 performance-based restricted stock unit award . These units vested on March 1, 2026 based on achievement of 2025 fiscal year financial performance conditions that were part of the original performance-based grant structure.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Inogen Inc CEO and President Kevin Raymond Merrill Smith reported multiple equity award transactions. On February 27, 2026, he received a grant of 90,000 restricted stock units, each representing a contingent right to one Inogen common share. Subject to continued service, one-third vests on March 1, 2027, with additional one-third portions vesting annually on the same date in subsequent years.

On March 1, 2026, performance-based and time-based restricted stock units vested, leading to share acquisitions and related tax-withholding dispositions. Vested awards included 28,334 and 30,012 shares from restricted stock units earned for 2025 financial performance, plus common stock awards of 685 and 32,725 shares. To cover tax liabilities on these vestings, the company withheld 16,374, 13,700, and 14,511 shares of common stock.

Insider Trade Summary

58,346 shares exercised/converted

Mixed 10 txns

Insider Smith Kevin Raymond Merrill

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	28,334	$0.00	--
Exercise	Restricted Stock Unit	30,012	$0.00	--
Grant/Award	Common Stock	685	$6.10	$4K
Grant/Award	Common Stock	32,725	$0.00	--
Tax Withholding	Common Stock	16,374	$6.10	$100K
Exercise	Common Stock	28,334	$0.00	--
Tax Withholding	Common Stock	13,700	$6.10	$84K
Exercise	Common Stock	30,012	$0.00	--
Tax Withholding	Common Stock	14,511	$6.10	$89K
Grant/Award	Restriced Stock Unit	90,000	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 28,333 shares (Direct); Common Stock — 86,976 shares (Direct); Restriced Stock Unit — 90,000 shares (Direct)

Footnotes (1)

Shares acquired through the Company's 2014 Employee Stock Purchase Plan. The reported securities represent shares earned and vested on March 1, 2026 based on achievement of the financial performance conditions for the 2025 fiscal year that were approved as part of the 2023 performance-based restricted stock unit award granted on November 10, 2023. The reported shares were withheld to cover the reporting person's tax withholding liability in connection with the 2023 performance-based restricted stock unit award granted on November 10, 2023 and vested on March 1, 2026. The reported shares were withheld to cover the reporting person's tax withholding liability in connection with a portion of a time-based restricted stock unit award that vested on March 1, 2026. Each restricted stock unit represents a contingent right to receive one share of Inogen common stock. Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2027 (the "2027 Vesting Commencement Date"), and 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2027 Vesting Commencement Date. 1/3rd of the restricted stock units vested on March 1, 2025 (the "2025 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2025 Vesting Commencement Date. 1/3rd of the restricted stock units vested on March 1, 2026 (the "2026 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2026 Vesting Commencement Date.

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Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 04:56 PM

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^*

Smith Kevin Raymond Merrill

(Last)

(First)

(Middle)

C/O INOGEN, INC.

500 CUMMINGS CENTER, SUITE 2800

(Street)

BEVERLY

01915

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Inogen Inc [ INGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		A		685⁽¹⁾	A	$6.1	86,976	D
Common Stock	03/01/2026		A		32,725⁽²⁾	A	$0	119,701	D
Common Stock	03/01/2026		F		16,374⁽³⁾	D	$6.1	103,327	D
Common Stock	03/01/2026		M		28,334	A	$0	131,661	D
Common Stock	03/01/2026		F		13,700⁽⁴⁾	D	$6.1	117,961	D
Common Stock	03/01/2026		M		30,012	A	$0	147,973	D
Common Stock	03/01/2026		F		14,511⁽⁴⁾	D	$6.1	133,462	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restriced Stock Unit	⁽⁵⁾	02/27/2026		A		90,000		⁽⁶⁾	⁽⁶⁾	Common Stock	90,000	$0	90,000	D
Restricted Stock Unit	⁽⁵⁾	03/01/2026		M			28,334	⁽⁷⁾	⁽⁷⁾	Common Stock	28,334	$0	28,333	D
Restricted Stock Unit	⁽⁵⁾	03/01/2026		M			30,012	⁽⁸⁾	⁽⁸⁾	Common Stock	30,012	$0	60,024	D

Explanation of Responses:

1. Shares acquired through the Company's 2014 Employee Stock Purchase Plan.

2. The reported securities represent shares earned and vested on March 1, 2026 based on achievement of the financial performance conditions for the 2025 fiscal year that were approved as part of the 2023 performance-based restricted stock unit award granted on November 10, 2023.

3. The reported shares were withheld to cover the reporting person's tax withholding liability in connection with the 2023 performance-based restricted stock unit award granted on November 10, 2023 and vested on March 1, 2026.

4. The reported shares were withheld to cover the reporting person's tax withholding liability in connection with a portion of a time-based restricted stock unit award that vested on March 1, 2026.

5. Each restricted stock unit represents a contingent right to receive one share of Inogen common stock.

6. Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2027 (the "2027 Vesting Commencement Date"), and 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2027 Vesting Commencement Date.

7. 1/3rd of the restricted stock units vested on March 1, 2025 (the "2025 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2025 Vesting Commencement Date.

8. 1/3rd of the restricted stock units vested on March 1, 2026 (the "2026 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2026 Vesting Commencement Date.

	/s/ Mary Wright, as Attorney-in-Fact	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Inogen (INGN) CEO Kevin Smith receive in this Form 4?

Kevin Smith reported receiving a grant of 90,000 restricted stock units on February 27, 2026. He also acquired common stock on March 1, 2026 from vested performance-based and time-based restricted stock unit awards tied to 2025 fiscal year performance and prior grants.

How do the new restricted stock units for Inogen (INGN) CEO vest?

The 90,000 restricted stock units vest over three years, subject to continued service. One-third vests on March 1, 2027, and an additional one-third vests on the same date in each of the next two years under the disclosed vesting schedule.

Were any of the Inogen (INGN) CEO’s shares sold in the market in this Form 4?

The Form 4 reports tax-withholding dispositions, not open-market sales. Shares totaling 16,374, 13,700, and 14,511 were withheld by the company to satisfy tax liabilities related to vesting restricted stock unit awards on March 1, 2026.

What performance conditions affected Inogen (INGN) CEO’s vested shares?

Some reported shares came from a 2023 performance-based restricted stock unit award. These units vested on March 1, 2026 based on achievement of 2025 fiscal year financial performance conditions that were part of the original performance-based grant structure.

What does each Inogen (INGN) restricted stock unit represent for the CEO?

Each restricted stock unit represents a contingent right to receive one share of Inogen common stock. Actual shares are delivered upon vesting, provided the service-based and, where applicable, performance-based conditions described in the grant footnotes are satisfied.

How were time-based restricted stock units for Inogen (INGN) CEO structured?

Time-based restricted stock units referenced in the filing vest in three annual installments. One-third vested on March 1, 2025 or March 1, 2026, with the remaining thirds scheduled to vest on the same calendar day in each of the next two years, subject to continued service.