Kemp Jens 4

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.