Began Marc A 4

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.