Smith Kevin Raymond Merrill 4
4 · Inogen Inc · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Inogen (INGN) CEO Kevin Smith Receives Awards, Exercises Options, Sells Shares
What Happened
- Kevin Raymond Smith, CEO, President and a director of Inogen (INGN), received multiple equity awards and completed derivative conversions on Feb 27–Mar 1, 2026, and had shares withheld/surrendered to cover tax and exercise obligations. Key items: 90,000 performance-based restricted stock units (RSUs) vested (awarded 2/27/2026); several derivative conversions/exercises added shares (28,334 and 30,012 shares listed); a small ESPP purchase of 685 shares at $6.10 ($4,179); and a total of 44,585 shares were surrendered/withheld at $6.10 to satisfy tax/exercise liabilities, producing roughly $271,968 in value.
- These were largely awards/vestings and conversions (acquisitions) with routine tax-withholding disposals rather than open-market sell orders. The disposals are labeled as tax/exercise payments (code F), not necessarily indicative of a directional market bet.
Key Details
- Transaction dates and prices:
- 2026-02-27: Grant/award — 90,000 RSUs (acquired, $0 per share) (performance-based).
- 2026-03-01: Multiple exercise/conversion entries (M) and award vesting resulting in acquisitions of 32,725; 28,334; and 30,012 shares at $0.
- 2026-03-01: ESPP purchase — 685 shares @ $6.10 (cost $4,179).
- 2026-03-01: Tax/exercise-related dispositions — 16,374; 13,700; 14,511 shares @ $6.10, totaling ~$271,968.
- Shares owned after the transactions: not specified in the provided filing data.
- Notable footnotes:
- F1: 685 shares via the 2014 Employee Stock Purchase Plan (ESPP).
- F2/F5/F8: 90,000 RSUs were performance/time-based restricted stock units that vested (each RSU converts to one share).
- F3/F4: The reported disposals were shares withheld to satisfy the reporting person’s tax withholding liability in connection with vested RSUs (i.e., tax withholding, not necessarily open-market sales).
- F6/F7/F8: Vesting schedules indicated (1/3rd vesting on stated annual vesting dates going forward).
- Filing timeliness: Form 4 was filed 2026-03-03 reporting transactions on 2026-02-27 and 2026-03-01 — appears to be reported within the usual SEC two-business-day window.
Context
- The M-code (exercise/conversion) and A-code (award/grant) entries reflect RSU vesting and derivative-to-share conversions; many were recorded at $0 per share because they are conversions of previously granted awards, not cash purchases.
- The F-code disposals were shares withheld/surrendered to cover tax or exercise obligations — a common administrative step and not the same as an open-market sale that would signal a liquidity-driven trade.
- For retail investors, the most informative items here are the large RSU vesting (90,000 performance RSUs) and the fact that the CEO’s activity was mainly award-related rather than large voluntary sales.
Insider Transaction Report
Form 4
Inogen IncINGN
Smith Kevin Raymond Merrill
DirectorCEO and President
Transactions
- Award
Common Stock
[F1]2026-03-01$6.10/sh+685$4,179→ 86,976 total - Award
Common Stock
[F2]2026-03-01+32,725→ 119,701 total - Tax Payment
Common Stock
[F3]2026-03-01$6.10/sh−16,374$99,881→ 103,327 total - Exercise/Conversion
Common Stock
2026-03-01+28,334→ 131,661 total - Tax Payment
Common Stock
[F4]2026-03-01$6.10/sh−13,700$83,570→ 117,961 total - Exercise/Conversion
Common Stock
2026-03-01+30,012→ 147,973 total - Tax Payment
Common Stock
[F4]2026-03-01$6.10/sh−14,511$88,517→ 133,462 total - Award
Restriced Stock Unit
[F5][F6]2026-02-27+90,000→ 90,000 total→ Common Stock (90,000 underlying) - Exercise/Conversion
Restricted Stock Unit
[F5][F7]2026-03-01−28,334→ 28,333 total→ Common Stock (28,334 underlying) - Exercise/Conversion
Restricted Stock Unit
[F5][F8]2026-03-01−30,012→ 60,024 total→ Common Stock (30,012 underlying)
Footnotes (8)
- [F1]Shares acquired through the Company's 2014 Employee Stock Purchase Plan.
- [F2]The reported securities represent shares earned and vested on March 1, 2026 based on achievement of the financial performance conditions for the 2025 fiscal year that were approved as part of the 2023 performance-based restricted stock unit award granted on November 10, 2023.
- [F3]The reported shares were withheld to cover the reporting person's tax withholding liability in connection with the 2023 performance-based restricted stock unit award granted on November 10, 2023 and vested on March 1, 2026.
- [F4]The reported shares were withheld to cover the reporting person's tax withholding liability in connection with a portion of a time-based restricted stock unit award that vested on March 1, 2026.
- [F5]Each restricted stock unit represents a contingent right to receive one share of Inogen common stock.
- [F6]Subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest on March 1, 2027 (the "2027 Vesting Commencement Date"), and 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2027 Vesting Commencement Date.
- [F7]1/3rd of the restricted stock units vested on March 1, 2025 (the "2025 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2025 Vesting Commencement Date.
- [F8]1/3rd of the restricted stock units vested on March 1, 2026 (the "2026 Vesting Commencement Date"), and subject to the reporting person's continued service, 1/3rd of the restricted stock units shall vest every year thereafter on the same day of the year as the 2026 Vesting Commencement Date.
Signature
/s/ Mary Wright, as Attorney-in-Fact|2026-03-03