EVP & General Counsel Began Marc A converted options into 11,250 shares, was granted 33,780 shares and covered exercise/tax liability with 13,180 shares, increasing direct ownership by 174% to 50,135 units (SEC Form 4)
$AXGN
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Axogen, Inc. [ AXGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/26/2026 | 02/26/2026 | A | 33,780(1) | A | $0 | 52,065 | D | ||
| Common Stock | 02/26/2026 | 02/26/2026 | F | 8,753(2) | D | $31.9 | 43,312 | D | ||
| Common Stock | 03/01/2026 | 03/02/2026 | M | 11,250(3) | A | $0 | 54,562 | D | ||
| Common Stock | 03/01/2026 | 03/02/2026 | F | 4,427(4) | D | $30.65 | 50,135 | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Units | (5) | 02/26/2026 | 02/26/2026 | A | 23,000 | (6) | (6) | Common Stock | 23,000 | $0 | 23,000 | D | |||
| Restricted Stock Units | $0(5) | 03/01/2026 | 03/02/2026 | M | 11,250 | (7) | (7) | Common Stock | 11,250 | $0 | 11,250 | D | |||
| Explanation of Responses: |
| 1. This reflects the number of shares that became vested as of February 26, 2026, upon the attainment and certification of certain performance criteria. |
| 2. No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of performance stock units ("PSUs"). |
| 3. This reflects the number of restricted stock units ("RSUs") that vested on March 1, 2026. |
| 4. No shares were sold by the reporting person. The transaction disclosed represents shares of the issuer's Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of RSUs. |
| 5. Each RSU represents a contingent right to receive one share of Axogen, Inc. common stock. |
| 6. All shares of Axogen Inc. common stock underlying the RSUs will be fully vested on February 26, 2030 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on February 26, 2028 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date. |
| 7. All shares of Axogen, Inc. common stock underlying the RSUs will be fully vested on March 1, 2027 based on a vesting schedule whereby 50% of the aggregate shares vest on March 1, 2025, and an additional 25% of the aggregate shares vest each twelve months thereafter. Vested shares will be delivered to the Reporting Person upon the vesting date. The RSUs were granted pursuant to an inducement award agreement outside of the Issuer's Amended and Restated 2019 Long-Term Incentive Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4). |
| Remarks: |
| /s/ Marc Began | 03/02/2026 | |
| ** 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. | ||