Inogen (INGN) Insider: 1,500 ESPP Shares Bought; 18,135 RSUs Vest on 09/01/2025

Rhea-AI Filing Summary

Kevin P. Smith, Executive Vice President, Business Development, General Counsel and Secretary of Inogen Inc. (INGN), reported transactions on September 1, 2025 that changed his beneficial ownership. He purchased 1,500 shares under the company’s 2014 Employee Stock Purchase Plan at $7.99 per share and received 18,135 restricted stock units (each representing one share) that vested in part on that date. To satisfy tax withholding on a portion of the vested awards, 8,043 shares were withheld. After these transactions Mr. Smith beneficially owns 36,271 shares.

The restricted stock units vest in three equal annual tranches, with one-third vested on September 1, 2025 and the remainder subject to continued service on the same annual date.

Positive

• Executive purchased shares under the 2014 Employee Stock Purchase Plan (1,500 shares at $7.99), showing participation in company equity programs
• Significant RSU vesting occurred (18,135 restricted stock units, one-third vested on 09/01/2025), increasing the reporting person's ownership

Negative

• Tax withholding reduced net shares delivered (8,043 shares withheld) thereby lowering the immediate increase in outstanding shares beneficially owned

Insights

Securities Analyst

TL;DR: Insider purchased shares via ESPP and realized a partial RSU vesting, modestly increasing his stake.

These transactions are routine insider compensation and tax-related with limited market impact. The ESPP purchase at $7.99 is a small, affirmative cash buy that signals participation in company equity programs. The material change in share count is primarily driven by RSU vesting: 18,135 RSUs delivered gross, with 8,043 shares withheld for taxes, yielding a net increase. The filing shows a post-transaction beneficial ownership of 36,271 shares, which provides transparency but does not, by itself, indicate a major change in control or a material corporate event.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive compensation mechanics rather than strategic insider trading.

The Form 4 discloses a mix of plan participation and RSU vesting consistent with routine compensation practice. The statement that RSUs vest in three equal annual tranches clarifies the earn-out schedule and service condition. The withholding of 8,043 shares for tax obligations is a customary administrative action accompanying vesting. From a governance perspective, the filing meets disclosure expectations and contains no indications of irregularity or extraordinary related-party transactions.

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

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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).

X

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 P.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Bus Dev, GC & Sec

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		A		1,500(1)	A	$7.99	2,686	D
Common Stock	09/01/2025		M		18,135	A	$0	20,821	D
Common Stock	09/01/2025		F		8,043(2)	D	$7.99	12,778	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	(3)	09/01/2025		M			18,135	(4)	(4)	Common Stock	18,135	$0	36,271	D

Explanation of Responses:

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

2. 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 September 1, 2025.

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

4. 1/3rd of the restricted stock units vested on September 1, 2025 (the "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 Vesting Commencement Date.

	/s/ Mary Wright, as Attorney-in-Fact	09/03/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did Kevin P. Smith report on Form 4 for INGN?

The filing reports a purchase of 1,500 shares under the 2014 Employee Stock Purchase Plan at $7.99 per share, receipt of 18,135 restricted stock units that vested in part on 09/01/2025, and 8,043 shares withheld to cover taxes.

How many shares does Kevin P. Smith beneficially own after the reported transactions?

Following the reported transactions, Mr. Smith beneficially owns 36,271 shares of Inogen common stock.

Why were 8,043 shares withheld in the Form 4 filing?

The filing states those 8,043 shares were withheld to cover the reporting person’s tax withholding liability in connection with a portion of the time-based RSU award that vested on September 1, 2025.

What is the vesting schedule for the restricted stock units reported?

Each RSU represents a right to one share; 1/3 vested on 09/01/2025, and subject to continued service, 1/3 will vest each year thereafter on the same date.

At what price were the ESPP shares acquired?

The Employee Stock Purchase Plan shares reported were acquired at a price of $7.99 per share.