Inogen Inc filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On March 24, 2026, the Board of Directors (“Board”) of Inogen, Inc. (the “Company”) appointed Jason Richardson to serve as Executive Vice President, Chief Financial Officer and Treasurer (“CFO”) of the Company, effective April 6, 2026.

Most recently, Mr. Richardson, 49, served as Chief Financial Officer and Vice President of the Health System and Technologies Segment of Baxter International Inc. (NYSE: BAX) since 2023. He also served as Vice President of Finance Americas and Global Business Units at Baxter from 2021 to 2023. Prior to Baxter’s acquisition of Hillrom, Mr. Richardson held a variety of senior finance leadership roles at Hillrom, including over its Respiratory Health business. Mr. Richardson received a bachelor’s degree in accounting and finance from Indiana University.

On March 24, 2026, the Board, upon the recommendation of the Compensation Committee of the Board, approved, and the Company entered into, an employment and severance agreement with Mr. Richardson (the “employment agreement”), effective April 6, 2026 (the “Effective Date”). Mr. Richardson’s employment under the employment agreement will begin on the Effective Date and is at will and may be terminated at any time by the Company or by Mr. Richardson. Pursuant to the employment agreement, Mr. Richardson will receive an annual base salary of $525,000 and a target annual performance bonus opportunity of seventy percent (70%) of his annual base salary. The employment agreement provides for (i) a cash sign-on bonus of $50,000, which is repayable on a pro-rata basis if, prior to the second anniversary of the Effective Date, Mr. Richardson’s employment is terminated by the Company for cause or Mr. Richardson resigns without good reason (in each case as defined in the employment agreement), and (ii) a cash retention bonus of $50,000, which is payable on the first anniversary of the Effective Date.

The employment agreement also provides for equity awards of restricted stock units covering an aggregate of 200,000 shares of the Company’s common stock, comprised of (i) 100,000 time-based restricted stock units (“RSUs”) and (ii) 100,000 performance-based restricted stock units (“PSUs”); provided that overachievement of the performance goals may result in Mr. Richardson receiving up to a maximum of 150,000 PSUs. Subject to Mr. Richardson’s continued service with the Company, one-third of the RSUs will vest annually over three years. Subject to Mr. Richardson’s continued service with the Company, the PSUs will vest based on the Company’s achievement of specified performance goals set forth in the 2026 equity awards that apply to the performance-based awards that were granted to the Company's similarly situated executives.

The RSUs and PSUs will be granted on the Effective Date and are each subject to the terms and conditions of the applicable award agreements. The RSUs and PSUs will be granted as independent inducement awards outside of the terms of the Company’s existing equity incentive plans in compliance with an exemption from Nasdaq’s shareholder approval requirements under Nasdaq Stock Market Rule 5635(c)(4).

The employment agreement also provides that Mr. Richardson will be eligible to receive equity awards pursuant to any plans or arrangements that the Company may have in effect from time to time, and as approved by the Board or the Compensation Committee.

Mr. Richardson’s employment agreement also provides that if, outside of the period beginning on the date three months before, and ending on the date 12 months following, a change of control (as defined in the employment agreement) (such period, the “change of control period”), his employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the following severance benefits:

The employment agreement further provides that if, during the change of control period, Mr. Richardson’s employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the same severance benefits described above, except that he will receive continued payment of his base salary for a period of 24 months following his termination date.

Mr. Richardson’s receipt of the severance benefits described above is conditioned on his timely signing and not revoking a release of claims, resigning all directorships, committee memberships or any other positions he holds with the Company, and continuing to comply with certain covenants in the employment agreement and in his at-will employment, confidential information, invention assignment, and arbitration agreement with the Company.

If any of the payments provided for under the employment agreement or otherwise payable to Mr. Richardson would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.

The summary of Mr. Richardson’s employment and severance agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the employment and severance agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

In addition, Inogen has entered into its standard form of indemnification agreement with Mr. Richardson. The form indemnification agreement was filed with the Securities and Exchange Commission on November 27, 2013 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 and is incorporated herein by reference. Mr. Richardson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Richardson or any other person pursuant to which Mr. Richardson was selected as an officer. There are no family relationships between Mr. Richardson and any of the Company’s directors or executive officers.

Separation of Chief Financial Officer

On March 24, 2026, in connection with the appointment of Mr. Richardson as the Company’s new Chief Financial Officer, Michael Bourque, Executive Vice President, Finance, Chief Financial Officer, and Treasurer, notified the Company of his intention to step down as an officer of the Company effective upon the date Mr. Richardson commences employment with the Company. Mr. Bourque will remain employed by the Company as a [Senior Advisor] and will provide transition services to the Company through no later than June 30, 2026. Mr. Bourque’s decision to step down as the Company’s Chief Financial Officer was not related to any disagreements with the Company or its management on any matters relating to the Company’s operations, policies, or practices.

Item 7.01. Regulation FD Disclosure.

On March 30, 2026, the Company issued a press release announcing the Chief Financial Officer appointment and transition described in this Current Report on Form 8-K, as well as certain other leadership appointments. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.