DeVinney Erick Wayne 4

4 · Axogen, Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Axogen (AXGN) CINO Erick DeVinney Receives Award; Shares Withheld

What Happened

Erick DeVinney, Chief Innovation Officer of Axogen, received equity awards that vested on February 26, 2026: 33,780 shares (performance-based) and a separate grant of 23,000 restricted stock units (derivative). The awards were recorded at $0.00 (grant/vesting).
To cover withholding tax obligations, 10,702 shares were withheld on Feb 26, 2026 at $31.90 (value $341,394) and 11,276 shares were withheld on Mar 1, 2026 at $30.65 (value $345,609). Total shares withheld = 21,978; total withholding value ≈ $687,003.
This was an award/vesting event, not an open-market sale or purchase. The withheld shares were retained by the issuer to satisfy tax withholding.

Key Details

Transaction dates & prices:
- 2026-02-26: Award/vesting of 33,780 shares @ $0.00 (acquired)
- 2026-02-26: Withheld 10,702 shares @ $31.90 (tax withholding) — $341,394
- 2026-03-01: Withheld 11,276 shares @ $30.65 (tax withholding) — $345,609
- 2026-02-26: Award/grant of 23,000 shares recorded as derivative RSUs @ $0.00
Shares owned after the transaction: not disclosed in this filing.
Footnotes of note:
- F1: 33,780 shares vested upon attainment/certification of performance criteria.
- F2/F3: No open-market sale — shares were withheld by the issuer to pay withholding taxes.
- F4/F5: RSUs are contingent rights to receive shares; remaining RSUs vest under a multi-year schedule (fully vesting by Feb 26, 2030 per the stated schedule).
Filing timeliness: Report filed 2026-03-02 for transactions on 2026-02-26; filing appears timely.

Context

This filing documents vesting and the issuer withholding shares for taxes — routine administrative transactions that do not represent an insider selling shares on the open market. PSUs vested due to performance metrics; RSUs are subject to a future vesting schedule. Such award/withholding events signal compensation realization, not a buy/sell decision by the insider.

Form 4

Period: 2026-02-26

Chief Innovation Officer

Transactions

Award
Common Stock
[F1]
2026-02-26+33,780→ 274,912 total
Tax Payment
Common Stock
[F2]
2026-02-26$31.90/sh−10,702$341,394→ 264,210 total
Tax Payment
Common Stock
[F3]
2026-03-01$30.65/sh−11,276$345,609→ 252,934 total
Award
Restricted Stock Units
[F4][F5]
2026-02-26+23,000→ 23,000 total
→ Common Stock (23,000 underlying)

Footnotes (5)

[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]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 restricted stock units ("RSUs").
[F4]Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.
[F5]All shares of Axogen Inc. common stock underlying the restricted stock units 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.

Signature

/s/ Marc Began, as attorney-in-fact for Erick DeVinney|2026-03-02

1 file