Exagen CFO in tax sale, ESPP stock purchase

Exagen’s CFO reported a tax-withholding share sale and a smaller ESPP share purchase on September 1, 2026.

Rhea-AI Filing Summary

EXAGEN INC. (XGN) reported that its Chief Financial Officer, Jeffrey G. Black, had mixed equity activity on September 1, 2026. He sold 20,614 shares of common stock at an average price of $7.2175 per share to cover tax withholding on vesting Restricted Stock Units, a transaction mandated by the company. On the same date, he acquired 1,571 shares of common stock at $3.0175 per share through the company’s Employee Stock Purchase Plan.

Insider Trade Summary

Net Seller: 20,614 shares

Net Sell 2 txns

Insider Black Jeffrey G.

Role Chief Financial Officer

Sold 20,614 shs ($149K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	20,614	$7.2175	$149K
Grant/Award	Common Stock F2, F3	1,571	$3.0175	$5K

Holdings After Transaction: Common Stock — 324,910 shares (Direct)

Footnotes (3)

1. F1. The sale reported on this Form 4 represents shares sold by the Reporting Person, at the direction of the Issuer, to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The sale is mandated solely by the Issuer and does not represent a discretionary transaction by the Reporting Person.
2. F2. The reporting person is voluntarily reporting the acquisition of the common stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP").
3. F3. Represents shares of common stock purchased through the ESPP in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Key Figures

Shares sold: 20,614 shares Sale price per share: $7.2175 per share Shares acquired via ESPP: 1,571 shares +2 more

5 metrics

Shares sold 20,614 shares Common stock sale on September 1, 2026 to cover RSU tax withholding

Sale price per share $7.2175 per share Average price for 20,614 common shares sold on September 1, 2026

Shares acquired via ESPP 1,571 shares Common stock purchased through the Employee Stock Purchase Plan on September 1, 2026

ESPP purchase price per share $3.0175 per share Price for 1,571 ESPP shares acquired on September 1, 2026

Net buy/sell shares 20,614 shares net sold Transaction summary net buy/sell direction reported as net-sell

Key Terms

Restricted Stock Units, Employee Stock Purchase Plan, Rule 16b-3(d), Rule 16b-3(c)

4 terms

Restricted Stock Units financial

"to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"acquisition of the common stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(d) regulatory

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

What insider transactions did Exagen (XGN) disclose for its CFO on September 1, 2026?

Exagen disclosed that its CFO, Jeffrey G. Black, sold 20,614 shares of common stock and acquired 1,571 shares of common stock on September 1, 2026, in separate transactions related to tax withholding and the Employee Stock Purchase Plan.

Was the Exagen (XGN) CFO’s September 1, 2026 share sale discretionary?

No. The filing states the 20,614-share sale was made at the direction of the issuer solely to cover tax withholding obligations from vesting Restricted Stock Units and “does not represent a discretionary transaction” by the reporting person.

At what prices did the Exagen (XGN) CFO transact shares on September 1, 2026?

The CFO sold 20,614 shares of Exagen common stock at an average price of $7.2175 per share and acquired 1,571 shares through the Employee Stock Purchase Plan at a price of $3.0175 per share.

What is the nature of the Exagen (XGN) shares acquired by the CFO on September 1, 2026?

The 1,571 shares acquired by the CFO were common shares purchased under Exagen’s Employee Stock Purchase Plan (ESPP). The filing notes this acquisition is voluntarily reported and that the ESPP transactions were exempt under Rule 16b-3(d) and Rule 16b-3(c).

Were the Exagen (XGN) CFO’s September 1, 2026 transactions under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes describe the sale as mandated by the issuer for tax withholding and the purchase as through the ESPP, without identifying a Rule 10b5-1 trading plan.

What is the net share effect of the Exagen (XGN) CFO’s reported transactions?

Across the reported transactions, the CFO sold 20,614 shares and acquired 1,571 shares, for a net reported share reduction of 20,614 shares in sale activity versus acquisition activity according to the transaction summary’s net buy/sell shares figure.

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Available on EDGAR 09/02/2026 - 05:40 PM Accepted by SEC EDGAR 09/02/2026 - 05:39 PM Learn about SEC filing dates

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 CALIFORNIA 92081

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/01/2026		S(1)		20,614	D	$7.2175	323,339	D
Common Stock(2)	09/01/2026		A		1,571	A	$3.0175(3)	324,910	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, at the direction of the Issuer, to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The sale is mandated solely by the Issuer and does not represent a discretionary transaction by the Reporting Person.

2. The reporting person is voluntarily reporting the acquisition of the common stock pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP").

3. Represents shares of common stock purchased through the ESPP in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Remarks:

	/s/ Jeffrey G. Black	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)