Inogen (INGN) CEO discloses RSU vesting and tax withholding

Rhea-AI Filing Summary

Inogen Inc. disclosed an insider equity transaction involving its CEO and President, who also serves as a director. On December 1, 2025, a portion of a time-based restricted stock unit award vested, resulting in the acquisition of 28,334 shares of common stock at an exercise price of $0. To satisfy tax withholding obligations related to this vesting, 13,817 shares were withheld at a price of $6.95 per share. Following these transactions, the reporting person held 86,291 shares of Inogen common stock directly and 28,333 restricted stock units, which represent a contingent right to receive the same number of shares as they vest over time under the award’s vesting schedule.

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.

859 WARD DRIVE

(Street)

GOLETA CA 93111

(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)
12/01/2025

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	12/01/2025		M		28,334	A	$0	100,108	D
Common Stock	12/01/2025		F		13,817(1)	D	$6.95	86,291	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
Restricted Stock Unit	(2)	12/01/2025		M			28,334	(3)	(3)	Common Stock	28,334	$0	28,333	D

Explanation of Responses:

1. 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 award that vested on December 1, 2025.

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

3. Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest one year from December 1, 2023 (the "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 Vesting Commencement Date.

	/s/ Mary Wright, as Attorney-in-Fact	12/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Inogen (INGN) report in this filing?

The filing reports that Inogen’s CEO and President, who is also a director, had restricted stock units vest into 28,334 shares of common stock, with a portion of those shares withheld to cover taxes.

How many Inogen (INGN) shares were withheld for taxes in this Form 4?

The company reports that 13,817 shares of Inogen common stock were withheld to cover the reporting person’s tax withholding liability at a price of $6.95 per share.

How many Inogen (INGN) shares does the insider own after the reported transaction?

After the reported transactions, the insider beneficially owned 86,291 shares of Inogen common stock directly.

What restricted stock unit position remains for the Inogen (INGN) insider?

The filing shows that the insider continues to hold 28,333 restricted stock units, each representing a contingent right to receive one share of Inogen common stock as they vest.

What is the vesting schedule of the reported Inogen (INGN) restricted stock units?

Subject to continued service, 1/3 of the restricted stock units vest one year from December 1, 2023, and 1/3 vest each year thereafter on the same date.

Does this Inogen (INGN) Form 4 involve a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan; this excerpt does not show that box as checked.