XGN Form 4: Jeffrey Black Sells 20,466 Shares in Sell-to-Cover Transaction

Rhea-AI Filing Summary

Jeffrey G. Black, Chief Financial Officer of Exagen Inc. (XGN), sold 20,466 shares of common stock on 09/02/2025 at a price of $9.79 per share to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units (RSUs). The Form 4 shows the transaction was a mandatory "sell-to-cover" required by the issuer and not a discretionary sale by the reporting person. After the sale, the reporting person beneficially owned 269,026 shares, held directly. The filing is signed by the reporting person on 09/04/2025.

Positive

• Clear disclosure that the sale was a mandatory "sell-to-cover" to satisfy RSU tax withholding
• Filing includes post-transaction beneficial ownership (269,026 shares) and transaction specifics (20,466 shares sold at $9.79)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine, non-discretionary insider sale to cover RSU taxes; not a signal of change in company outlook.

The reported sale of 20,466 shares at $9.79 per share was executed solely to satisfy tax withholding tied to RSU vesting. Such "sell-to-cover" transactions are common and do not represent a voluntary liquidation of position by the insider. The post-transaction direct beneficial ownership of 269,026 shares remains intact, preserving ongoing alignment with shareholders. Because the transaction was mandated by the issuerand involves a relatively small number of shares relative to total outstanding stock (not specified here), the market impact is likely negligible.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements and clarifies the non-discretionary nature of the sale.

The Form 4 discloses requisite details: transaction date, number of shares sold, price, and an explicit explanation that the sale funded tax withholding for RSU settlement under the issuer's sell-to-cover policy. The filing is signed by the reporting person, fulfilling attestation requirements. From a governance perspective, transparent filing of mandatory tax-related sales supports compliance and reduces ambiguity about insider intent.

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^*

Black Jeffrey G.

(Last) (First) (Middle)

C/O EXAGEN INC.

1261 LIBERTY WAY

(Street)

VISTA CA 92081

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EXAGEN INC. [ XGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		20,466	D	$9.79	269,026	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. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs"). The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Remarks:

	/s/ Jeffrey G. Black	09/04/2025
	** 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 did Exagen CFO Jeffrey G. Black report on Form 4 (XGN)?

He reported a sale of 20,466 common shares on 09/02/2025 at $9.79 per share to satisfy tax withholding from RSU vesting.

Was the sale by the reporting person discretionary?

No. The Form 4 states the sale was a mandatory "sell-to-cover" required by the issuer to fund tax withholding and was not a discretionary transaction.

How many shares did the reporting person own after the transaction?

The reporting person beneficially owned 269,026 shares following the reported transaction.

When was the Form 4 signed and filed?

The Form 4 bears the reporting personsignature dated 09/04/2025 and reports the transaction date as 09/02/2025.

What was the purpose of the sale according to the filing?

The sale was executed to satisfy tax withholding obligations associated with the vesting and settlement of Restricted Stock Units (RSUs).