DeVinney Erick Wayne 4

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.