Axogen Inc.

03/02/2026 | Press release | Distributed by Public on 03/02/2026 17:16

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Began Marc A
2. Issuer Name and Ticker or Trading Symbol
Axogen, Inc. [AXGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last) (First) (Middle)
13631 PROGRESS BLVD.,, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
(Street)
ALACHUA, FL 32615
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/26/2026 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Began Marc A
13631 PROGRESS BLVD.,
SUITE 400
ALACHUA, FL 32615
EVP & General Counsel

Signatures

/s/ Marc Began 03/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Axogen Inc. published this content on March 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 02, 2026 at 23:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]