MiMedx (NASDAQ: MDXG) COO reports 61,961-share tax withholding on vesting

Rhea-AI Filing Summary

MiMedx Group Chief Operating Officer Ricci S. Whitlow reported a tax-related share disposition. On the vesting of restricted stock, 61,961 shares of common stock were withheld by the company to satisfy tax withholding requirements at $5.12 per share. After this transaction, Whitlow directly owns 388,662 shares of MiMedx Group common stock, which includes 1,675 shares previously acquired through the company’s Employee Stock Purchase Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Whitlow Ricci S

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	61,961	$5.12	$317K

Holdings After Transaction: Common Stock — 388,662 shares (Direct)

Footnotes (1)

1. Shares withheld by the Company to satisfy tax withholding requirements on vesting of restricted stock. Includes an aggregate of 1,675 shares acquired on July 31, 2025 and January 30, 2026 pursuant to the MiMedx Group, Inc. Employee Stock Purchase Plan.

Form 4 Insider Transactions: What Each Field Means →

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^*

Whitlow Ricci S

(Last) (First) (Middle)

1775 WEST OAK COMMONS COURT NE

(Street)

MARIETTA GA 30062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIMEDX GROUP, INC. [ MDXG ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		61,961(1)	D	$5.12	388,662(2)	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

Explanation of Responses:

1. Shares withheld by the Company to satisfy tax withholding requirements on vesting of restricted stock.

2. Includes an aggregate of 1,675 shares acquired on July 31, 2025 and January 30, 2026 pursuant to the MiMedx Group, Inc. Employee Stock Purchase Plan.

Remarks:

	/s/ William F. Hulse, as attorney-in-fact for Ricci S. Whitlow	02/17/2026
	** 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.

FAQ

What insider transaction did MiMedx Group (MDXG) report for Ricci S. Whitlow?

MiMedx Group reported that COO Ricci S. Whitlow had 61,961 common shares withheld to cover taxes on restricted stock vesting. This is coded as a tax-withholding disposition rather than an open-market buy or sell transaction.

Was the MiMedx (MDXG) insider Form 4 a market sale of shares?

No, the Form 4 shows shares withheld by MiMedx to satisfy tax withholding on vesting restricted stock. It is a tax-withholding disposition, not an open-market sale initiated by the executive to raise cash.

How many MiMedx (MDXG) shares does Ricci S. Whitlow own after the transaction?

After the tax-withholding disposition, Ricci S. Whitlow directly owns 388,662 MiMedx common shares. This total includes 1,675 shares acquired through the MiMedx Group, Inc. Employee Stock Purchase Plan on July 31, 2025 and January 30, 2026.

What price per share is reported in the MiMedx (MDXG) insider tax-withholding transaction?

The Form 4 reports a price of $5.12 per share for the 61,961 MiMedx common shares withheld. This price is used solely for reporting the value of shares applied to satisfy the executive’s tax withholding obligation on restricted stock vesting.

What does transaction code F mean in the MiMedx (MDXG) Form 4 filing?

Transaction code F in this Form 4 indicates payment of a tax liability by delivering or withholding securities. For MiMedx, it reflects company-withheld shares from Ricci S. Whitlow’s restricted stock vesting, rather than a discretionary purchase or sale in the public market.