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

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.

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^*

Smith Kevin Raymond Merrill

(Last) (First) (Middle)

C/O INOGEN, INC.

500 CUMMINGS CENTER, SUITE 2800

(Street)

BEVERLY MA 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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
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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.