Sec Form 3 Filing - Hartley Lindsey Marie @ Axogen, Inc. - 2025-05-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hartley Lindsey Marie 2. Issuer Name and Ticker or Trading Symbol Axogen, Inc. [ AXGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 13631 PROGRESS BLVD., SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2025 (Street) ALACHUA, FL32615 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 20,763 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 2 ) ( 1 ) ( 1 ) Common Stock 5,000 D Employee Stock Option (right to purchase) $ 15.22 ( 3 ) 11/01/2031 Common Stock 20,000 D Restricted Stock Units $ 0 ( 2 ) ( 4 ) ( 4 ) Common Stock 8,000 D Restricted Stock Units $ 0 ( 2 ) ( 5 ) ( 5 ) Common Stock 35,000 D Restricted Stock Units $ 0 ( 2 ) ( 6 ) ( 6 ) Common Stock 12,000 D Employee Stock Option (right to purchase) $ 8.27 ( 7 ) 03/16/2033 Common Stock 23,700 D Employee Stock Option (right to purchase) $ 8.2 ( 8 ) 03/16/2032 Common Stock 7,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hartley Lindsey Marie 13631 PROGRESS BLVD. SUITE 400 ALACHUA, FL32615 CFO Signatures /s/ Lindsey Hartley 05/16/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2026 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the grant date) and an additional 25% of the aggregate shares vested or will vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock. ( 3 )All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on November 1, 2025 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on November 1, 2023 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vested or will vest each 6 months thereafter. ( 4 )Shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2027 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2025 (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. ( 5 )All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on February 22, 2028 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2026 (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. ( 6 )All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 25, 2029 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 25, 2027 (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. ( 7 )All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2027 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2025 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter. ( 8 )All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2026 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the option grant date) and an additional 12.5% of the aggregate shares have vested or will vest each 6 months thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.