Kemp Jens 4
4 · Axogen, Inc. · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Axogen (AXGN) CMO Jens Kemp Receives 73,670 Shares
What Happened
Jens Kemp, Chief Marketing Officer of Axogen, received awards totaling 73,670 shares on February 26, 2026 — 50,670 shares vested upon certification of performance criteria and 23,000 restricted stock units (RSUs) were granted (derivative). To cover withholding tax liabilities, 15,414 shares (withholding value $491,707 at $31.90) and 2,952 shares (withholding value $90,479 at $30.65) were withheld by the issuer; no open‑market sale occurred. Net shares delivered to Kemp after withholding = 55,304 (73,670 − 18,366).
Key Details
- Filing date: March 2, 2026; Reported period: February 26, 2026. Filing was within the SEC’s 2-business-day Form 4 window.
- Vested/awarded: 50,670 shares vested (performance stock units) and 23,000 RSUs granted (zero exercise price shown).
- Tax withholding: 15,414 shares withheld at $31.90 (value $491,707) and 2,952 shares withheld at $30.65 (value $90,479); total withheld value ≈ $582,186. These were issuer withholdings to pay tax liabilities (code F), not open‑market sales.
- Net new shares received: 55,304.
- Corrections/ownership notes: Prior Form 4 overstated Kemp’s holdings by 4,003 shares (footnote). The filing also notes 2,120 shares acquired under the Employee Stock Purchase Plan on Dec 31, 2025.
- RSU vesting: The 23,000 RSUs are subject to a multi-year vesting schedule (fully vested Feb 26, 2030 per footnote).
Context
- The 50,670 shares represent vested performance shares (PSUs) paid upon meeting and certifying performance targets; the associated tax withholding is routine and not an open‑market sale.
- The 23,000 RSUs are a future‑vesting compensation award (derivative); they do not represent immediately tradable shares until they vest per the stated schedule.
- No indication of a 10% owner or trading under a 10b5‑1 plan is reported in the provided notes.
Insider Transaction Report
Form 4
Axogen, Inc.AXGN
Kemp Jens
Chief Marketing Officer
Transactions
- Award
Common Stock
[F1][F2][F3]2026-02-26+50,670→ 94,817 total - Tax Payment
Common Stock
[F4]2026-02-26$31.90/sh−15,414$491,707→ 79,403 total - Tax Payment
Common Stock
[F5]2026-03-01$30.65/sh−2,952$90,479→ 76,451 total - Award
Restricted Stock Units
[F6][F7]2026-02-26+23,000→ 23,000 total→ Common Stock (23,000 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]The previous Form 4 filed by the Reporting Person overstated the number of shares beneficially owned by the Reporting Person by 4,003 shares of Common Stock. The amount reported herein has been corrected.
- [F3]Includes 2,120 shares acquired under the Axogen Employee Stock Purchase Plan on December 31, 2025.
- [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 performance stock units ("PSUs").
- [F5]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").
- [F6]Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.
- [F7]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
Marc Began, as attorney-in-fact for Jens Kemp|2026-03-02