Began Marc A 4
4 · Axogen, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Axogen EVP Marc Began Receives Awards, Exercises Options
What Happened
- Marc A. Began, EVP & General Counsel of Axogen, received equity from vesting awards and conversions: a total of 79,280 shares were acquired at $0.00 (grants/vests and conversions). Those acquisitions reflect PSUs and RSUs that vested and were converted to common stock.
- To cover withholding tax liabilities, 13,180 shares were withheld by the issuer (not sold on the open market): 8,753 shares withheld on 2026-02-26 at $31.90 each (≈ $279,221) and 4,427 shares withheld on 2026-03-01 at $30.65 each (≈ $135,688), totaling ≈ $414,909.
- These transactions are awards/vestings and derivative conversions rather than open-market purchases or deliberate sales.
Key Details
- Transaction dates/prices: Feb 26, 2026 (33,780 shares granted/vested; 23,000 shares granted/vested — both $0 acquisition), tax withholding 8,753 shares @ $31.90; Mar 1, 2026 (11,250 and 11,250 shares converted/exercised @ $0), tax withholding 4,427 shares @ $30.65.
- Total shares acquired (net of withholding): 79,280 acquired — 13,180 withheld for taxes = 66,100 shares delivered to the reporting person (based on provided items).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Footnotes of note: PSUs vested upon attainment/certification of performance criteria (F1–F2); RSUs vested on March 1, 2026 (F3–F5); one RSU grant was an inducement award outside the company’s 2019 LTIP per NASDAQ Rule 5635(c)(4) (F7). Withholding entries (F2, F4) indicate shares were retained by the issuer to satisfy tax withholding — not open-market sales.
- Filing timeliness: filing date is March 2, 2026. The provided filing excerpt does not include a timeliness flag; review EDGAR/Form 4 for any late-filing designation.
Context
- Code explanations: A = Award/Grant; M = Exercise or conversion of derivative (conversion of RSUs/PSUs to shares); F = Payment of exercise price or tax liability (here, shares withheld to pay taxes).
- The withheld-share entries are a common cashless mechanism to cover taxes on vesting — they do not necessarily indicate a bearish signal because shares were not sold on the open market.
- For retail investors: awards and vesting show compensation recognition but do not directly imply buying or selling intent. Purchases (open-market buys) are generally more informative about an insider’s personal buying conviction than routine vesting and tax-withholding transactions.
Insider Transaction Report
Form 4
Axogen, Inc.AXGN
Began Marc A
EVP & General Counsel
Transactions
- Award
Common Stock
[F1]2026-02-26+33,780→ 52,065 total - Tax Payment
Common Stock
[F2]2026-02-26$31.90/sh−8,753$279,221→ 43,312 total - Exercise/Conversion
Common Stock
[F3]2026-03-01+11,250→ 54,562 total - Tax Payment
Common Stock
[F4]2026-03-01$30.65/sh−4,427$135,688→ 50,135 total - Award
Restricted Stock Units
[F5][F6]2026-02-26+23,000→ 23,000 total→ Common Stock (23,000 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F7]2026-03-01+11,250→ 11,250 totalExercise: $0.00→ Common Stock (11,250 underlying)
Footnotes (7)
- [F1]This reflects the number of shares that became vested as of February 26, 2026, upon the attainment and certification of certain performance criteria.
- [F2]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").
- [F3]This reflects the number of restricted stock units ("RSUs") that vested on March 1, 2026.
- [F4]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.
- [F5]Each RSU represents a contingent right to receive one share of Axogen, Inc. common stock.
- [F6]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.
- [F7]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).
Signature
/s/ Marc Began|2026-03-02