axgn-20260429

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, For Use of the Commission Only (as permitted by Rule 14a6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to Rule 14a-12

AXOGEN, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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letter

13631 Progress Blvd.

Suite 400

Alachua, FL 32615

Dear Shareholder:

You are cordially invited to attend our 2026 Annual Meeting of Shareholders (the “Meeting”) of Axogen, Inc. (the “Company” or “Axogen”), which will be conducted via live audio webcast on Tuesday, June 23, 2026 beginning at 8:30 a.m. Eastern time. The virtual format provides the opportunity for full and equal participation of all shareholders regardless of location. You can attend the Meeting via the Internet at www.virtualshareholdermeeting.com/AXGN2026. Through this webcast, shareholders and proxyholders will be deemed to be present in person for purposes of conducting a vote at the Meeting.

In accordance with the rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders on or about April 29, 2026. The Notice or proxy card (if you elect to receive your materials by mail) will describe how to access and review our proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) on the Internet. The Notice, as well as our proxy card, will also describe how you may submit your proxy electronically. If you received just a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

I sincerely hope that you will be able to attend the virtual Meeting. Whether or not you plan to attend the Meeting via virtual presence, your vote is important, and we urge you to vote your shares by following the instructions on the Notice, your proxy card or your voting instruction form, as applicable, as promptly as possible in order to ensure your representation at the Meeting.



			Sincerely,


			Michael Dale
April 29, 2026			Director, Chief Executive Officer and President

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2026 Annual Meeting of Shareholders

13631 Progress Blvd.

Suite 400

Alachua, FL 32615

Notice of 2026 Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Meeting”) of Axogen, Inc. (the “Company”, “Axogen”, “we” or “our”) will be held virtually only on Tuesday, June 23, 2026 at 8:30 a.m. Eastern time. Shareholders may join the live audio webcast at www.virtualshareholdermeeting.com/AXGN2026. At the Meeting, shareholders will act on the following matters:

1.To elect eight members to our board of directors (the “Board of Directors”) to hold office for the ensuing year and until their successors are elected and qualified;

2.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026;

3.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement; and

4.To consider and act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement which is attached and made a part hereof.

I M P O R T A N T

We are holding the Meeting as a virtual meeting (via live audio webcast) format only. On behalf of the Board of Directors and management of the Company, we cordially invite you to attend the Annual Meeting by virtual presence by logging into our live webcast at: www.virtualshareholdermeeting.com/AXGN2026. Through this webcast, shareholders and proxyholders will be deemed to be present in person for purposes of conducting a vote at such meeting.

In accordance with rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders on or about April 29, 2026. The Notice or proxy card (if you receive your materials by mail) will describe how to access and review our proxy materials, including our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The Notice, as well as our proxy card, will also describe how you may submit your proxy electronically. If you received just a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Whether or not you expect to attend the virtual Meeting, please vote your shares by following the instructions on the Notice, your proxy card or your voting instruction form, as applicable, as promptly as possible in order to ensure your representation at the Meeting. Even if you have voted by proxy, you may still vote online if you attend the Meeting via virtual presence.

Only holders of record of our common stock at the close of business on April 24, 2026 will be entitled to receive notice of and to vote at the Meeting. Our shareholders are not entitled to any appraisal or dissenters’ rights with respect to the matters to be acted upon at the Meeting.

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You may vote your shares by telephone (1-800-690-6903) or Internet (www.proxyvote.com) no later than 11:59 p.m. Eastern time on Monday, June 22, 2026 (as directed in the Notice or proxy card, as applicable) or vote by completing, signing and promptly returning the enclosed proxy card by mail. If you choose to receive and submit your proxy by mail, we have enclosed an envelope for your use, which is prepaid if mailed in the United States. You may also attend the Meeting via the Internet at www.virtualshareholdermeeting.com/AXGN2026 by using the 16-digit control number that appears on your Notice or proxy card, submit questions and vote online until voting is closed at www.virtualshareholdermeeting.com/AXGN2026.

Your vote is important. Whether or not you plan to attend the virtual Meeting, we urge you to vote your shares by following the instructions on the Notice, your proxy card or your voting instruction form, as applicable, as promptly as possible in order to ensure your representation at the Meeting.



			By Order of the Board of Directors,


Alachua, Florida			Marc A. Began
April 29, 2026			General Counsel and Secretary

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PROXY STATEMENT

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2026 Annual Meeting of Shareholders

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS			1
PROXY STATEMENT			3
PROPOSAL 1 – ELECTION OF DIRECTORS			5
CORPORATE GOVERNANCE			8
Director Independence			8
Attendance at Meetings			8
Board Leadership Structure			8
Risk Oversight by our Board of Directors			9
Board Committees			10
Corporate Governance Guidelines			13
Director Nominations			14
Board Skills and Experience Matrix			14
Shareholder Communications with our Board of Directors			15
Compensation Committee Interlocks and Insider Participation			15
Non-Employee Director Equity Ownership Guidelines			15
Code of Business Conduct and Ethics			16
Clawback Policy			16
Insider Trading Policy			16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			17
Review and Approval of Related Person Transactions			17
Related Person Transactions			17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			18
Delinquent Section 16(a) Reports			19
Equity Compensation Plan Information			19
EXECUTIVE OFFICERS			20
EXECUTIVE COMPENSATION			21
Compensation Discussion and Analysis			21
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES			27
Executive Compensation Philosophy			27
Compensation-Setting Process			27
2025 Peer Group			29
EXECUTIVE COMPENSATION PROGRAM COMPONENTS			29
Base Salaries			30
2025 Annual Cash Incentives			30
Equity Compensation			31
ADDITIONAL COMPENSATION PRACTICES AND POLICIES			34
Executive Stock Ownership Guidelines			34

Anti-Hedging and Pledging Policies			34
Compensation Recovery Policy			34
Retirement and Other Benefits			34
Post-Employment Compensation Arrangements			35
Tax and Accounting Considerations			35

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COMPENSATION COMMITTEE REPORT			36
Summary Compensation Table			37
Grants of Plan-Based Awards Table			38
Outstanding Equity Awards Table			39
Option Exercises and Vested Stock Table			40
Potential Payments Upon Termination or Change-in-Control			41
Employment Agreements			41
2025 Potential Payments Upon Termination or Change-in-Control			42
CEO Pay Ratio Disclosure			45
PAY VERSUS PERFORMANCE			45
DIRECTOR COMPENSATION			50
REPORT OF THE AUDIT COMMITTEE			52
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53
Independent Registered Public Accounting Firm			53
Information Regarding Independent Registered Public Accounting Firm			53
PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			54










PROPOSALS FOR OUR 2027 ANNUAL MEETING			55
2025 ANNUAL REPORT			55
“HOUSEHOLDING” OF PROXY MATERIALS			55
OTHER MATTERS			56
APPENDIX A - NON-GAAP RECONCILIATIONS			A-1

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Axogen, Inc.

13631 Progress Blvd.

Suite 400

Alachua, FL 32615

PROXY STATEMENT

2026 Annual Meeting of Shareholders

TO BE HELD ON JUNE 23, 2026

The board of directors (the “Board of Directors”) of Axogen, Inc. (the “Company”, “Axogen”, “we” or “our”) is soliciting proxies for use at our 2026 Annual Meeting of Shareholders (the “Meeting”) which will be conducted via live audio webcast and accessible at www.virtualshareholdermeeting.com/AXGN2026 on June 23, 2026, at 8:30 a.m. Eastern time and at any adjournment or postponement thereof.

This year, we are using the Internet as the primary means of delivery of proxy materials, including this proxy statement (the “Proxy Statement”), to our shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record with instructions on how to access the proxy materials online in the “Investors” section of our website at https://www.axogeninc.com. The Company expects to mail the Notice to shareholders on or about April 29, 2026.

Our Board of Directors has set Friday, April 24, 2026, as the record date for the Meeting. Each shareholder of record at the close of business on Friday, April 24, 2026, will be entitled to vote at the Meeting. As of the record date, 53,177,824 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the Meeting. Holders of our common stock are entitled to one vote per share. Therefore, a total of 53,177,824 votes are entitled to be cast at the Meeting. There is no cumulative voting in the election of our directors.

Shareholders who sign and return a proxy may revoke it at any time before it is voted at the Meeting by giving written notice to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, Re: Axogen, Inc., by submitting a duly executed proxy with a later date or by attending the Meeting via the Internet and withdrawing your proxy. If your shares are held in the name of a bank or brokerage firm, you must obtain a proxy, executed in your favor, from the bank or broker, to be able to vote at the Meeting.

Expenses in connection with this solicitation of proxies will be paid by us. Proxies are being solicited primarily by mail. The proxy solicitor may conduct this proxy solicitation by mail, telephone, facsimile, e-mail, other electronic channels of communication, or otherwise. In addition, our officers and directors, who will receive no extra compensation for their services, may solicit proxies by telephone or personally. We also will request that brokers or other nominees who hold shares of our common stock in their names for the benefit of others forward proxy materials to, and obtain voting instructions from, the beneficial owners of such stock at our expense.

Proxies that are completed, signed and returned to us in accordance with the instructions provided in the Notice or the instructions that accompanied your proxy materials, as applicable, prior to the Meeting will be voted as specified. If no direction is given, the proxy will be voted FOR the election of the nominees for director named in this Proxy Statement; FOR the ratification, on an advisory basis, of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2026 and FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.

If a shareholder affirmatively abstains from voting as to any matter (or indicates a “withhold vote for” as to directors), then the shares held by such shareholder shall be deemed present at our Meeting for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter but shall not be deemed to have been voted in favor of such matter. Votes withheld from one or more director nominees will have no effect on the election of any director from whom votes are withheld.

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If on the record date your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization maintaining your account is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting via the Internet. However, since you are not the shareholder of record, you may not vote your shares virtually at the Meeting unless you request and obtain a valid proxy from your broker or other agent. If you plan to attend the Meeting via the Internet, you will need to have a valid proxy from the organization maintaining your account to vote your shares at the Meeting.

If you hold your shares in street name, and do not provide instructions, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner. Broker non-votes are counted as present for purposes of determining whether there is a quorum but are not counted for purposes of determining whether a matter has been approved. If you properly submit a proxy card to the organization maintaining your account, but do not provide voting instructions, that organization will be able to vote your shares on Proposal 2, which is a non-binding advisory vote; however, that organization will not be permitted to vote your shares on Proposal 1 and Proposal 3. As a result, if you do not provide voting instructions to the organization maintaining your account, your shares will have no effect on the outcome of the election of directors and the approval of the advisory vote to approve the compensation of our named executive officers. As a result, if you hold shares in a brokerage account and wish to vote those shares on these proposals, we strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.

Directors are elected by a plurality vote of the votes cast by the shareholders entitled to vote at the Meeting. A plurality vote means that the directors who receive the most votes in an election, though not necessarily a majority, will be elected. However, our Corporate Governance Guidelines provide that directors who receive more “withhold” votes than “for” votes will be required to tender their resignation, which the Board of Directors will be required to consider. If the Board determines not to accept the resignation, the Board’s decision and reasons for rejecting the resignation will be reported on a Form 8-K. If you affirmatively abstain from voting, it will have no impact on the outcome of the vote for the proposal. Similarly, broker non-votes will have no impact on the outcome of the vote for the proposal.

The affirmative vote of a majority of the outstanding shares of our common stock entitled to vote and present in person via the Internet or by proxy at the Meeting will be required to approve the non-binding ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2026. If you affirmatively abstain from voting, it will have the same effect as a vote “AGAINST” this proposal. Because this proposal is a routine matter, broker non-votes will not occur with respect to this proposal.

The affirmative vote of a majority of the outstanding shares of our common stock entitled to vote and present in person via the Internet or by proxy at the Meeting will be required to approve the non-binding advisory approval of the compensation of our named executive officers. If you affirmatively abstain from voting, it will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no impact on the outcome of the vote for the proposal.

Our shareholders are not entitled to any appraisal or dissenters’ rights with respect to the matters to be acted upon at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 23, 2026:

Our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) are available in the “Investors” section of our website at https://www.axogeninc.com.

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PROPOSAL 1 – ELECTION OF DIRECTORS

At the Meeting, shareholders will vote on the election of eight director nominees: Paul Thomas, Michael Dale, William Burke, John H. Johnson, Alan M. Levine, Joseph Tyndall, Kathy Weiler and Amy Wendell. Our Board of Directors has nominated each continuing director to serve a one-year term commencing at the Meeting and until each director’s successor is duly elected and qualified. In the event that any nominee becomes unable or unwilling to serve as a director for any reason, the persons named in the enclosed proxy will vote for a substitute nominee in accordance with their best judgment. Our Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve as a director if elected.

Proxies cannot be voted for a greater number of persons than the number of nominees named.

Biographical information for each director nominee is included below. Included at the end of each director’s biography is a description of the particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each of these director nominees should serve as a member of our Board of Directors.

Name

Age

Position(s)

Paul Thomas

Chairman

Michael Dale

Director, Chief Executive Officer and President

William Burke

Director

John H. Johnson

Director

Alan M. Levine

Director

Joseph Tyndall

Director

Kathy Weiler

Director

Amy Wendell

Director

Paul Thomas has served as a member of our Board of Directors since September 2020 and became Chairman of the Board in August 2024. Mr. Thomas has more than 30 years of experience in the medtech industry and currently serves as the Chief Executive Officer and Co-Founder of Prominex, Inc. From 2009 to 2017, Mr. Thomas served as the Chief Executive Officer of Roka Bioscience. Prior to that, Mr. Thomas served as Chairman and Chief Executive Officer of LifeCell Corporation from 1998 until it was acquired by KCI in 2008 in a transaction valued at $1.8 billion. He also held various senior positions, including President of the Pharmaceutical Products Division, during his tenure of 15 years with Ohmeda, Inc. Mr. Thomas received his Master of Business Administration degree from Columbia University Graduate School of Business and completed his post graduate studies in chemistry at the University of Georgia Graduate School of Arts and Science. He received his Bachelor of Science degree in chemistry from St. Michael’s College. Mr. Thomas’ qualifications to serve on our Board of Directors include his extensive executive leadership and financial experience, particularly in connection with rapid growth technology businesses, and his experience as a director of publicly traded companies.

Michael Dale joined Axogen Corporation as Chief Executive Officer (“CEO”) and President, as well as a board member, in August 2024. A distinguished healthcare leader and accomplished medical device executive, Mr. Dale has over 40 years of experience leading transformative, high-technology medical device companies in the cardiovascular, neuromodulation, diabetes, and electrophysiology markets. His past executive leadership roles span both public and private medical device companies, including Abbott Structural Heart, GI Dynamics, Helical Solutions, ATS Medical, Endocardial Solutions, Cyberonics, St. Jude Medical, and American Edwards Laboratories. Mr. Dale has been an active director and advisor, serving on the boards of Preceptis Medical, Enpath Medical, Rhythmia Medical, Neuronetics, Inc., NeoChord, the Advanced Medical Technology Association (AdvaMed), the St. Mary’s University Council of Regents for the School of Graduate and Professional Programs, the University of Minnesota Carlson School of Management Medical Industry Leadership Institute and the California Polytechnic State University’s Center for Innovation & Entrepreneurship as a student mentor. At present, he serves on the advisory board of Purdue University’s Weldon School of Biomedical Engineering and on the BiomimedX, Inc. board of directors. Mr. Dale holds a Bachelor of Science degree from California Polytechnic State University in San

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Luis Obispo, California. Mr. Dale’s qualifications to serve on our Board of Directors include his extensive executive leadership experience and knowledge of the medical device and biotechnology industries.

William Burke has served as a member of our Board of Directors since July 2022. From August 2016 to June 2022, Mr. Burke was the Executive Vice President, Chief Financial Officer of Haemonetics Corp. and was responsible for the global finance organization including investor relations. From July 2014 to July 2016, Mr. Burke served as Chief Integration Officer and Vice President, Integration for Medtronic plc, a global healthcare products company, and was a member of its Executive Committee. In that role, Mr. Burke was responsible for ensuring the successful integration of Covidien plc into Medtronic, following Medtronic’s acquisition of Covidien. Prior to joining Medtronic, Mr. Burke spent more than 20 years in finance and business development leadership roles at Covidien, including Chief Financial Officer for Covidien Europe based in Zurich, Vice President of Corporate Strategy and Portfolio Management and Vice President of Financial Planning and Analysis. Previously, Mr. Burke held key positions within Tyco Healthcare, including the Financial Controller of Valleylab, Managing Director of the Covidien Group in Switzerland and International Controller. He also recently served as a member of the board of directors of MiroMatrix. Mr. Burke began his career as an auditor with KPMG. Mr. Burke received a Bachelor of Science degree in business administration from Bryant College. Mr. Burke’s qualifications to serve on our Board of Directors include his extensive executive leadership and financial experience, his experience as a director of publicly traded companies and expertise in financial reporting oversight.

John H. Johnson has served as a member of our Board of Directors since July 2021. Mr. Johnson is currently Chairman of Verastem Oncology. From December 2024 through November 2025, Mr. Johnson served as Executive Chairman of Applied Therapeutics and from September 2021 through April 2024 as non-executive chairman of the Board of Directors for AutolusTherapeutics plc. From July 2020 through October 2021, Mr. Johnson served as the Chief Executive Officer and from March 2015 to November 2019 served as Executive Chairman of Strongbridge Biopharma plc., a company focused on building a portfolio of vertical, therapeutically-aligned rare disease franchises prior to being acquired by Xeris where he remains on the board. From 2018 through 2020, Mr. Johnson served as Chief Executive Officer of Melinta Therapeutics, a commercial stage company developing and commercializing novel antibiotics. From 2012 through 2014, Mr. Johnson served as Chairman and Chief Executive Officer of Dendreon Corporation. Mr. Johnson previously held various senior positions with Eli Lilly & Company, ImClone Systems, Inc., Johnson & Johnson, and Centocor Ortho Biotech. Mr. Johnson received his Bachelor of Science degree from the University of Pennsylvania East Stroudsburg. Mr. Johnson’s qualifications to serve on our Board of Directors include his considerable leadership experience and specific knowledge of the healthcare industry.

Alan M. Levine has served as a member of our Board of Directors since May 2019. Since February 2018, Mr. Levine has been the Chairman, President, and Chief Executive Officer of Ballad Health, an integrated healthcare delivery system. From January 2014 to January 2018, he served as the President and Chief Executive Officer of Mountain States Health Alliance, the largest health system in upper east Tennessee and southwest Virginia. From July 2010 to January 2014, Mr. Levine served as a Senior Advisor to the Board of Directors, President of the Florida Group and Corporate Senior Vice President at Health Management Associates, a hospital and healthcare facilities operator. From January 2008 to July 2010, Mr. Levine served as Senior Health Policy Advisor to Louisiana Governor Bobby Jindal, and as the Secretary of the Louisiana Department of Health and Hospitals on the Governor’s cabinet. From July 2006 to January 2008, Mr. Levine was the President and Chief Executive Officer of the North Broward Hospital District, one of the largest public health and hospital systems in the nation. From June 2004 to July 2006, he also served as the Secretary of the Florida Agency for Health Care Administration, the health planning and regulatory agency for the State of Florida with responsibility for the oversight of more than 30,000 healthcare facilities, and the $17 billion state Medicaid program. From January 2003 to June 2004, Mr. Levine served as the Deputy Chief of Staff and Senior Health Policy Advisor to Governor Jeb Bush. Mr. Levine holds a Master of Business Administration degree, a Master of Science degree in health science, and a Bachelor of Science degree in health education/community health from the University of Florida. Mr. Levine currently serves on the Board of Governors of the State University System of Florida, and was elected by his colleagues to serve as Chairman. He also served as Vice-Chair of the board, Chair of the budget and finance committee, Chair of the audit and compliance committee, Chair of the research and academic excellence committee, and chair of the select committee on 2+2 education attainment. Mr. Levine also served as Chair of the State of Florida Higher Education Coordinating Council, a policy-setting body composed of all education entities from K-Post Secondary. Mr.

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Levine’s qualifications to serve on our Board of Directors include his broad healthcare management, policy and regulation and patient care delivery knowledge, executive level experience with integrated healthcare delivery systems and his knowledge as to budgeting and financial reporting.

Joseph Tyndall, MD has served as a member of our Board of Directors since December 2022. Dr. Tyndall is currently the Dean President & CEO of the Homer Stryker School of Medicine of Western Michigan University and has served in this role since March 1, 2026. From July 1, 2021 through December 30, 2025, Dr. Tyndall served as a professor, Executive Vice President for Health Affairs and Dean at the Morehouse School of Medicine. From 2008 until his departure from the University of Florida in 2021, Dr. Tyndall served as a professor and chair of the Department of Emergency Medicine at the University of Florida College of Medicine. During his tenure at the University of Florida, Dr. Tyndall was appointed interim dean of the College of Medicine from August 2018 to January 2021 and was subsequently appointed to the position of associate vice president for strategic and academic affairs for University of Florida Health before his recruitment to Morehouse School of Medicine. Dr. Tyndall served on the board of directors of University of Florida Health Shands Hospital from 2010 through 2021 and was chair of the Board of Trustees for the University of Florida Health Proton Therapy Institute during his tenure as interim dean. Dr. Tyndall served on the board of directors of the Florida College of Emergency Physicians from 2011 through 2021, serving as the society’s president from 2018 to 2019. He is a former member of the board of directors of Grady Health System in Atlanta, Georgia from 2021 to 2025. Also, he was a trustee and past president of the Society for Academic Emergency Medicine Foundation, which is emergency medicine’s national foundation supporting education and research in emergency care. Dr. Tyndall is a graduate of the University of Maryland School of Medicine and the emergency medicine residency program at the University of Maryland Medical System, where he served as Chief Resident. Dr. Tyndall received his Master of Science degree in health services management and health policy from Columbia University and his Bachelor of Science degree in chemistry from The George Washington University. He is an elected member of the Alpha Omega Alpha Honor Society and the Gold Humanism Honor Society. Dr. Tyndall also served on the administrative board of the Council of Deans of the Association of American Medical College from 2022 to 2024. He has published and lectured extensively nationally and internationally in emergency medicine and has active research interests in acute brain injury. He is an editor of the 11th edition of a leading textbook in emergency medicine, Rosen’s Emergency Medicine; Concepts and Clinical Practice. Dr. Tyndall’s qualifications to serve on our Board of Directors include his extensive experience with the field of emergency medicine and trauma care, his knowledge of the healthcare industry, medical systems and hospitals, considerable leadership experience, and deep engagement with topics within health services research, science and medicine.

Kathy Weiler has served on our Board of Directors since December 2023. She is the Chief Transformation Officer at Solventum, leading one of the largest medtech transformations in the industry. She oversees the Transformation Office and leads Global Business Services for Solventum. Previously, Ms. Weiler was Amwell’s Executive Vice President, Chief Commercial and Growth Officer. In her role, she oversaw the company’s growth strategy, driving strategic initiatives and leading business development, sales and account management, commercial enablement, marketing, and strategic and channel partnership teams. Prior to Amwell, Ms. Weiler served as Chief Consumer Officer at Optum, where she led consumerism across the enterprise. Preceding that, she was Chief Consumer Strategy Officer at UnitedHealth Group and the Chief Marketing and Experience Officer of Optum Health, leading marketing efforts for Optum Care and Optum’s Population Health Solutions, Complex Care Management, Medical Benefits Management, Behavioral Health, Prevention and Financial Services businesses. Ms. Weiler also served as Chief Marketing and Product Officer at Blue Cross and Blue Shield of Massachusetts, where she drove strategic growth and retention business objectives. Ms. Weiler spent her earlier career with multiple financial services organizations. She was Chief Marketing Officer of Fidelity Investments FAS business and held senior marketing leadership roles at BNY Mellon/Pershing and The Hartford. Ms. Weiler holds a Bachelor of Arts degree from Bowdoin College and a Master of Arts degree in International Economics and Finance from Brandeis University. Ms. Weiler’s qualifications to serve on our Board of Directors include her broad healthcare industry knowledge and extensive healthcare marketing and commercialization experience.

Amy Wendell has served as a member of our Board of Directors since September 2016 and Lead Independent Director from May 2018 through August 2024. From January 2016 through April 2019, Ms. Wendell was a senior advisor for the healthcare investment banking practice of Perella Weinberg Partners (“PWP”). Her scope of

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responsibilities involved providing guidance and advice with respect to mergers and acquisitions and divestitures for clients and assisting PWP in connection with firm-level transactions. From 2015 until October 2018, Ms. Wendell served as a senior advisor for McKinsey and Company’s (“McKinsey”) strategy and corporate finance practice and as a member of McKinsey’s transactions advisory board to help define trends in mergers and acquisitions, as well as help shape McKinsey’s knowledge agenda. From 1986 until January 2015, Ms. Wendell held various roles of increasing responsibility at Covidien plc (“Covidien”) (including its predecessors, Tyco Healthcare and Kendall Healthcare Products), in engineering, product management and business development. From December 2006 until Medtronic plc’s acquisition of Covidien in January 2015, Ms. Wendell served as Covidien’s Senior Vice President of Strategy and Business Development, where she managed all business development, including acquisitions, equity investments, divestitures and licensing/distribution, and led Covidien’s strategy and portfolio management initiatives. Ms. Wendell is a member of the board of directors of Hologic, Inc., a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products with a strong position in women’s health; Baxter International, Inc., a leading global medical products company and Solventum Corp., the 2024 healthcare spin-off by 3M. Ms. Wendell holds a Master of Science degree in biomedical engineering from the University of Illinois and a Bachelor of Science degree in mechanical engineering from Lawrence Institute of Technology (n/k/a Lawrence Technological University). Ms. Wendell’s qualifications to serve on our Board of Directors include her broad healthcare management and governance experience, and her knowledge of healthcare policy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE EIGHT DIRECTOR NOMINEES, WHICH IS DESIGNATED AS PROPOSAL NO. 1.

CORPORATE GOVERNANCE

Director Independence

Our Board of Directors currently consists of eight directors: Paul Thomas (Chairman), Michael Dale, William Burke, John H. Johnson, Alan M. Levine, Joseph Tyndall, Kathy Weiler and Amy Wendell. Following the 2025 Annual Shareholder Meeting, the board size was reduced to eight directors with Guido Neels’ voluntary decision to not stand for re-election.

In determining whether our directors and director nominees are independent, we use the definition of independence provided in Rule 5605(a)(2) of the Nasdaq Stock Market’s (“Nasdaq”) Marketplace Rules. Under this definition of independence, we determined that Messrs. Burke, Johnson, Levine, Thomas, Tyndall and Neels (through his resignation date from the Board) and Mses. Weiler and Wendell are independent. Mr. Dale is not independent because he serves as an executive officer of the Company. Each member of our Audit Committee, Compensation Committee and Governance, Nominating and Sustainability Committee also meets the heightened independence standards under the applicable Nasdaq independence rules.

Attendance at Meetings

Our Board of Directors met nine times during 2025, either in person or by teleconference, and acted by written consent on one occasion. During 2025, each member of our Board of Directors attended at least 90% of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were held during the period in which such director served.

We expect our directors to attend the Annual Meeting of Shareholders. In 2025, all of our then current directors were in attendance telephonically at the 2025 Annual Meeting of Shareholders.

Board Leadership Structure

Our Board of Directors is responsible for overseeing the business, property and affairs of Axogen. Members of our Board of Directors are kept informed of our business through discussions with our CEO and other officers, by reviewing materials provided to them and by participating in meetings of our Board of Directors and its committees.

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Mr. Dale, our CEO and President, also serves as a director on our Board, and Paul Thomas serves as our Chairman. Previously, the former CEO was also Chairman. Following the appointment of Mr. Dale as CEO, our Board believes that it was in the best interest of the shareholders to appoint Mr. Thomas as Chairman due to his executive experience as the former CEO of LifeCell Corporation. While our Bylaws and corporate governance guidelines do not require that our Chairman of the Board of Directors and CEO positions be separate, our Board of Directors believes that having separate positions and having an independent outside director serve as Chairman of the Board of Directors is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Mr. Thomas, as Chairman, facilitates the functioning of the Board of Directors independently of the Company’s management and provides independent leadership to the Board of Directors. The Chairman had the following responsibilities:

•providing leadership to ensure that the Board functions independently of management of the Company and other non-independent directors;

•providing leadership to foster the effectiveness of the Board;

•working with the directors to ensure that the appropriate committee structure is in place and assisting the Governance, Nominating and Sustainability Committee in making recommendations for appointments to such committees;

•recommending items for consideration on the agenda for each meeting of the Board;

•commenting on the quality, quantity and timeliness of information provided by management to the independent directors; and

•chairing Board meetings, including providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by directors and confirming that clarity regarding decision-making is reached and accurately recorded; in addition, chairing each Board meeting at which only outside directors or independent directors are present; consulting and meeting with any or all of the independent directors, at the discretion of either party and with or without the attendance of the CEO, and representing such directors, where necessary, in discussions with management of the Company on corporate governance issues and other matters; and working with the CEO to ensure that the Board is provided with the resources, including external advisers and consultants to the Board as considered appropriate, to permit it to carry out its responsibilities and bringing to the attention of the CEO any issues that are preventing the Board from being able to carry out its responsibilities.

Risk Oversight by our Board of Directors

Our Board of Directors takes an active role in risk oversight related to Axogen and primarily administers its role during Board of Directors and committee meetings. During regular meetings of our Board of Directors, members of our Board of Directors discuss the operating results for each fiscal quarter. These meetings allow the members of our Board of Directors to analyze any significant financial, operational, competitive, economic, regulatory and legal risks of our business model, as well as how effectively we implement our goals.

During regular Audit Committee meetings, Audit Committee members discuss the financial results for the most recent fiscal quarter with our independent auditors and our Chief Financial Officer (“CFO”). Our Audit Committee also meets with, and provides guidance to, our independent auditors outside the presence of management and oversees and reviews with management the liquidity, capital needs and allocation of our capital, our funding needs and other finance matters. In addition, our Audit Committee reviews our healthcare compliance, information technology and disaster recovery capabilities, risk management programs and treatment of whistleblower complaints regarding internal accounting, accounting controls or audit matters. Our Audit Committee also oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to address the risks from cybersecurity threats. These discussions and processes allow the members of our Audit Committee to analyze any significant risks that could materially impact the financial health of our business.

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In furtherance of its risk oversight responsibilities, our Compensation Committee has oversight of the Company’s culture and human capital management, and has evaluated our overall compensation policies and practices for our employees to determine whether such policies and practices create incentives that could reasonably be expected to affect the risks faced by us and our management has concluded that the risks arising from our policies and practices are not reasonably likely to have a material adverse effect on the Company.

Our Governance, Nominating and Sustainability Committee is charged with helping the Board of Directors ensure that we are adopting good governance practices, which help minimize business risks and promote shareholder value by ensuring that our Board possesses the right skills for our business.

Additionally, given the nature of our business, our Quality, Compliance and Portfolio Management Committee has oversight over quality, and regulatory compliance matters, and innovative portfolio management. Our Quality, Compliance, and Portfolio Management Committee has primary oversight over our regulatory compliance with the U.S. Food and Drug Administration (“FDA”) and other governing bodies.

Board Committees

The standing committees of Axogen’s Board of Directors and the respective members are listed below. The charters of each committee are posted on our website at http://ir.axogeninc.com/governance-docs. The information contained on our website, or on other websites linked to our website, is not part of this document. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.


Committee						Members
Audit Committee						Messrs. Burke (Chairman) and Levine and Ms. Wendell
Compensation Committee						Ms. Wendell (Chairman) and Messrs. Johnson and Levine
Governance, Nominating and Sustainability Committee						Ms. Weiler (Chairman), Mr. Burke and Dr. Tyndall
Quality, Compliance and Portfolio Management Committee						Mr. Johnson (Chairman), Dr. Tyndall and Ms. Weiler

____________

(1)Following the 2025 Annual Shareholder Meeting, Mr. Neels’ service on the Board ended. Mr. Neels was a member of the Compensation and Governance, Nominating and Sustainability Committees which were reduced to three members upon his departure.

Audit Committee

The Audit Committee was established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended (“the Exchange Act”). In the opinion of the Board of Directors, each of the members of the Audit Committee has both business experience and an understanding of accounting principles generally accepted in the United States (“U.S. GAAP”) and financial statements enabling them to effectively discharge their responsibilities as members of the Audit Committee. The members of our Audit Committee meet the independence requirements under Nasdaq and U.S. Securities Exchange Commission (“SEC”) rules. Moreover, the Board of Directors has determined that each of Messrs. Burke and Levine and Ms. Wendell is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC, as amended. The Audit Committee is primarily focused on the integrity of our financial statements, systems of internal accounting controls, the internal and external audit process and the process of monitoring compliance with laws and regulations, including cybersecurity matters.

The Audit Committee is responsible for, among other things:

•Overseeing the risks relating to the accounting and financial reporting process of the Company and the audits of the Company’s financial statements;

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•Meeting regularly with management to review and discuss the financial risks management processes, including compliance with Sarbanes-Oxley and related internal controls and procedures, disclosure controls and procedures and accounting and reporting compliance as well as other compliance matters;

•Overseeing the assessment and effectiveness of the Company’s internal control environment and the internal audit function, including the annual internal audit plan;

•Providing oversight for the Company’s compliance programs which include healthcare, legal, information technology, data privacy and disaster recovery capabilities;

•Providing oversight for the Company’s cybersecurity policies, standards, processes and practices; and

•Reviewing the results of management’s investigation into any noncompliance with healthcare, legal, technology and regulatory matters.

Our Audit Committee held five meetings during 2025.

Compensation Committee

Our Compensation Committee determines and periodically evaluates the various levels and methods of compensation for our directors, officers and employees, and is responsible for establishing executive compensation and administering the Axogen, Inc. Fourth Amended and Restated 2019 Long-Term Incentive Plan (the “A&R 2019 Plan”), the Axogen, Inc. Amended and Restated 2017 Employee Stock Purchase Plan (the “2017 ESPP”) and the Axogen, Inc. Inducement Equity Incentive Plan (the “Inducement Plan”).

The Compensation Committee is responsible for, among other things:

•periodic review of our compensation philosophy and the design of our compensation programs;

•establishing and overseeing our incentive and stock-based compensation plans;

•reviewing and approving the compensation of directors and executive officers;

•at least annually, establishing and reviewing our CEO’s management objectives, conducting the CEO’s performance evaluation and communicating the outcomes to our Board of Directors;

•reviewing and approving payouts to participants as proposed by our CEO under our compensation plans;

•reviewing and approving, for our CEO and our other executive officers, when and if appropriate, employment agreements, severance agreements, change in control provisions/agreements and any severance or similar termination payments proposed to be made to any of our current or former executive officers;

•in consultation with senior management, overseeing regulatory compliance with respect to compensation matters;

•preparing the annual report on executive compensation required to be included in our annual proxy statement; and

•reviewing and discussing with management human capital management matters and assisting the Board of Directors in its oversight of the Company's policies relating to culture and human capital management.

The Compensation Committee may delegate its powers under the A&R 2019 Plan to one or more directors (including a director who is also one of our officers) and may authorize one or more officers to grant awards under the A&R 2019 Plan, except that the Compensation Committee may not delegate its powers to grant awards to executive officers or directors who are subject to Section 16 of the Exchange Act. The Compensation Committee’s ability to delegate its powers is also limited by the rules of the Nasdaq Stock Market on which Axogen’s shares of common stock are listed. The Compensation Committee has delegated to each of the Company’s CEO, CFO, and General Counsel (“GC”), the authority to grant awards to, and exercise discretion with respect to, individuals who are not Section 16 officer under the Exchange Act (as defined in the A&R 2019 Plan) pursuant to the terms of the forms of agreements under the A&R 2019 Plan with no further action by the Compensation Committee.

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The Compensation Committee, on February 19, 2024, adopted the Inducement Plan and reserved 100,000 shares of common stock for issuance as awards under the plan. Awards under the plan are intended to qualify as an employment inducement grant under Nasdaq Listing Rule 5635(c)(4).

Since May 2016, our Compensation Committee has engaged Aon’s Talent Solutions practice, a division of Aon plc, (“Aon”) as its compensation consultant, for the purpose of advising upon executive and director compensation. The Compensation Committee has reviewed the independence of Aon’s advisory role relative to the six independence factors for consultants adopted by the SEC to guide listed companies in determining the independence of their compensation consultants, legal counsel and other advisors. Following its review, the Compensation Committee concluded that Aon did not have any conflicts of interest and provided the Compensation Committee with objective and independent executive compensation advisory services.

Aon was engaged in 2025 to provide the Compensation Committee with an analysis of Axogen’s compensation for its executive officers, officers, and directors, focusing on all compensation components including base salary, bonus, equity, director retainers and fees and committee fees. Aon conducted a thorough review of Axogen’s most relevant comparative companies, and analyzed base salary, bonus, equity, retainers, and all other compensation components in relation to Axogen’s peer group.

Our Compensation Committee held four meetings and acted by written consent seven times during 2025.

Governance, Nominating and Sustainability Committee

The Governance, Nominating and Sustainability Committee is responsible for providing oversight in relation to the corporate governance of the Company and also identifies director nominees for election to fill vacancies on our Board of Directors. Nominees are approved by the Board of Directors on recommendation of the Governance, Nominating and Sustainability Committee. In evaluating nominees, the Governance, Nominating and Sustainability Committee particularly seeks candidates of high ethical character with significant business experience at the senior management level who have the time and energy to attend to board responsibilities. Candidates should also satisfy such other particular requirements that the Governance, Nominating and Sustainability Committee may consider important to our business at the time. When a vacancy occurs on the Board of Directors, the Governance, Nominating and Sustainability Committee will consider nominees from all sources, including shareholders, nominees recommended by other parties, and candidates known to the directors or our management. The best candidate from all evaluated will be recommended to the Board of Directors to consider for nomination. No material changes have been made to the procedures by which shareholders may recommend nominees to our Board of Directors.

The Governance, Nominating and Sustainability Committee is responsible for, among other things:

•reviewing and making recommendations to the Board of Directors, regarding the Company’s policy and performance in relation to sustainability-related matters, including resource efficiency and health and safety; and

•assisting in setting sustainability performance goals and assessing achievement of such goals if requested by the Compensation Committee.

Our Governance, Nominating and Sustainability Committee held four meetings during 2025.

Quality, Compliance and Portfolio Management Committee

The Quality, Compliance and Portfolio Management Committee assists the Board in fulfilling its oversight responsibilities with respect to quality, regulatory compliance matters and portfolio management.

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The Quality, Compliance and Portfolio Management Committee oversees the following:

•risk management in the areas of product quality and safety, including but not limited to, reviewing the adequacy and effectiveness of the Company’s strategies for compliance with laws and regulations, the safety and quality of the Company’s products, and the impact of changes in global regulatory requirements;

•coordination with the Audit Committee on its oversight of quality and compliance issues and has primary oversight responsibility for areas of non-financial, regulatory compliance; and

•the Company’s innovation portfolio, including implementation of portfolio management, oversight of grants both to the Company and from the Company to third parties, review of the competitive position of the Company’s portfolio, and review of the Company’s response to any identified technological vulnerabilities involving its products and services.

Our Quality, Compliance and Portfolio Management Committee held two meetings during 2025.

Corporate Governance Guidelines

Our Board of Directors adopted and approved a set of Corporate Governance Guidelines. The guidelines set forth the practices our Board follows with respect to, among other things, the composition of the Board and Board committees, director responsibilities, director continuing education, and performance evaluation of the Board. The guidelines are posted on our website at http://ir.axogeninc.com/governance-docs.

Some of the governance practices included in the Corporate Governance Guidelines include the following:

Protections Against Overboarding

We endeavor to have our directors not be over committed and have sufficient time to fulfill their duties and responsibilities on our Board of Directors. Effectively, directors are required to limit the number of other public company boards on which they serve so that they are able to devote adequate time to their duties to the Company, including preparing for and attending meetings. Prior to accepting or resigning from any position on the board of directors of any organization, whether for-profit or not-for-profit, current directors are required to notify the Governance, Nominating and Sustainability Committee. The Governance, Nominating and Sustainability Committee may take into account the nature of, and time involved in a director’s service on other boards and/or committees in evaluating the suitability of a director’s service on the board of directors.

Resignation Offered at Age 75

Longer serving directors have valuable insight about our business, operations, history, policies and objectives. Our Board of Directors does not currently believe that a mandatory retirement age for directors is appropriate, and that continued service by a particular director may be in the best interests of the Company and our shareholders. However, as set forth in the Governance, Nominating and Sustainability Committee charter, when a director reaches the age of 75 years, such director should volunteer to not stand for re-election and, in the event that such director remains on the Board of Directors, such director should continue to volunteer to not stand for re-election in each and every year following the attainment of the age of 75.

Director Approval

Our directors are elected by a plurality vote. Votes cast by the shareholders are entitled to vote at the Meeting. A plurality vote means that the directors who receive the most votes in an election, though not necessarily a majority, will be elected. However, pursuant to our Corporate Governance Guidelines, directors who receive more “withhold” votes than “for” votes will be required to tender their resignation, which the Board will be required to consider. The Board will consider the resignation and determine within sixty (60) days of the certification of the shareholder vote whether to accept such resignation. If the Board determines not to accept the resignation, the Board’s determination and reasons for not accepting the resignation will be reported on a Form 8-K.

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Director Nominations

Director nominees are approved by our Board of Directors on recommendation of our Governance, Nominating and Sustainability Committee. In evaluating nominees, our Governance, Nominating and Sustainability Committee particularly seeks candidates of high ethical character with significant business experience at the senior management level who have the time and energy to attend to board responsibilities. Candidates should also satisfy such other particular requirements that our Governance, Nominating and Sustainability Committee may consider important to our business at the time. In accordance with our Governance, Nominating and Sustainability Committee charter and policies included therein, characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to our Board of Directors. In evaluating the suitability of individual directors, our Board of Directors takes into account many factors, including: (i) general understanding of marketing, finance, and other disciplines relevant to the success of a small publicly traded medical device company in today’s business environment; (ii) understanding of the Company’s business and technology; (iii) educational and professional background; (iv) personal accomplishment; and (v) geographic diversity. Our Board of Directors evaluates each individual in the context of our Board of Directors as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience.

In addition, in accordance with our Governance, Nominating and Sustainability Committee charter and policies included therein, when a vacancy occurs on our Board of Directors, our Governance, Nominating and Sustainability Committee will consider nominees from all sources, including shareholders, nominees recommended by other parties, and candidates known to our directors or our management. The best candidate(s) from all evaluated will be recommended to our Board of Directors to consider for nomination.

Shareholders wishing to recommend a director nominee to our Governance, Nominating and Sustainability Committee may do so by sending to our Governance, Nominating and Sustainability Committee, on or before January 1 of each year, the following information: (i) name of the candidate and a brief biographical sketch and resume; (ii) contact information for the candidate and a document evidencing the candidate’s willingness to serve as a director if elected; and (iii) a signed statement as to the submitting shareholder’s current status as a shareholder and the number of shares currently held. Such recommendation should be addressed to Governance, Nominating and Sustainability Committee, c/o General Counsel, Axogen, Inc., 13631 Progress Blvd., Suite 400, Alachua, FL 32615. No candidates for director nominations were submitted to our Governance, Nominating and Sustainability Committee by any shareholder in connection with the Meeting.

Board Skills and Experience Matrix

Our Board of Directors has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and that enable them to provide oversight of management to ensure accountability to our shareholders. The Board of Directors and the Governance, Nominating and Sustainability Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.

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The following is a summary of relevant skills and qualifications of our existing directors:

Skill

Paul Thomas

Michael Dale

William Burke

John H. Johnson

Alan M. Levine

Joseph Tyndall

Kathy Weiler

Amy Wendell

Clinician/Physician

Digital Patient Activation

Finance/Risk Management

Global Experience

Healthcare Marketing

HR/Health and Safety

Innovation/Technology

Operating/Manufacturing

Payer/Provider

Public Board Experience

Public Policy/Government Relations

QA/Regulatory/Compliance

Senior Leadership Experience

Strategy/M&A Transactional

Shareholder Communications with our Board of Directors

Shareholders may send written communications to the attention of our Board of Directors. Any shareholder who would like to communicate with our Board of Directors, or one or more of our directors, may send a letter addressed to: Board of Directors, c/o General Counsel, Axogen, Inc., 13631 Progress Blvd., Suite 400, Alachua, FL 32615. Our General Counsel has been instructed by our Board of Directors to promptly forward all communications received to our full Board of Directors, or the individual members of our Board of Directors specifically addressed in the communication.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors on the compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

Non-Employee Director Equity Ownership Guidelines

The Board of Directors has adopted the non-employee director equity ownership guidelines upon the recommendation of the Compensation Committee of the Board (the “Equity Ownership Guidelines”). Under the Equity Ownership Guidelines, each non-employee director is required to hold an equity interest with respect to the Company’s common stock with a value equal to at least three times their annual retainers, excluding any committee retainers or other fees they may receive. For the purpose of determining equity ownership levels, shares owned by the non-employee director or their immediate family members residing in the same household or through trusts and shares of the Company’s common stock underlying vested stock options held by the non-employee director to the extent such options are “in-the-money” are included. Unvested shares and shares subject to unvested options or other awards do not count towards satisfaction of the guidelines.

Each non-employee director is required to achieve the applicable level of ownership within five years of the later of the date the Equity Ownership Guidelines were amended (February 2022) or the date the non-employee director was initially designated as a non-employee director of the Company. If a non-employee director falls out of compliance, they have one year to increase their equity ownership and regain compliance.

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As of December 31, 2025, each of our non-employee directors, with the exception of Mr. Burke, meets the required level of ownership under the Equity Ownership Guidelines. Mr. Burke is expected to be in compliance with the Equity Ownership Guidelines by the requirement deadline detailed above.

A current copy of our Non-Employee Director Equity Ownership Guidelines is posted on our website at http://ir.axogeninc.com/governance-docs.

Code of Business Conduct and Ethics

The Board of Directors adopted a Code of Business Conduct and Ethics and Whistleblower Policy that applies to our employees (including our principal executive officer, CFO and other members of our finance and administration department) and our directors. This Code of Business Conduct and Ethics satisfies the “Code of Ethics” requirements under the Sarbanes-Oxley Act of 2002 as well as the “Code of Conduct” requirements under the Market Place Rules of the Nasdaq Stock Market. The Code of Business Conduct and Ethics, among other things, addresses issues relating to conflicts of interests, including internal reporting violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct; full, fair, accurate, timely, and understandable public disclosures; compliance with applicable laws and regulations; and to ensure to the greatest possible extent that our business is conducted in a legal and ethical manner. Anonymous reports are permitted under the Whistleblower Policy, and the procedures for doing so are set therein. Any waivers or approvals granted under this Code of Business Conduct and Ethics with respect to our executive officers and directors may be granted only by the Board of Directors.

The Code of Business Conduct and Ethics is posted on our website https://ir.axogeninc.com/governance-docs that is applicable to all employees and directors. We will provide copies of our Code of Business Conduct and Ethics without charge upon request. To obtain a copy, please visit our website or send your written request to Investor Relations, 13631 Progress Blvd., Suite 400, Alachua, FL 32615. With respect to any amendments or waivers of this Code of Business Conduct and Ethics (to the extent applicable to our CEO, CFO, controller or persons performing similar functions), we intend to either post such amendments or waivers on our website.

Clawback Policy

The Board of Directors adopted a compensation recoupment policy (the “Clawback Policy”) in 2023, in compliance with rules set by the SEC and Nasdaq. The Clawback Policy provides that in the event that the Company’s financial statements are restated, the Board of Directors (or any Committee to which authority is delegated by the Board of Directors) will act to recoup incentive compensation paid to the Company’s executive officers and certain other employees determined to have been paid in excess of or in error based on the restated results. The Clawback Policy was listed as an exhibit to our 2025 Annual Report

Insider Trading Policy

The Board of Directors has adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale and other dispositions of the Company’s securities by directors, officers, employees and other persons that are reasonably designed to promote compliance with insider trading laws, rules and regulations of the SEC and the Nasdaq listing standards applicable to the Company. The Insider Trading Policy was listed as an exhibit to our 2025 Annual Report.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Person Transactions

In accordance with our Audit Committee Charter, our Audit Committee reviews and approves (with the concurrence of a majority of the disinterested members of our Board of Directors) any related-party and affiliated-party transactions. Our Code of Business Conduct and Ethics generally addresses such situations as to conflicts of interest and is the starting basis for disclosure and review. The Code of Business Conduct and Ethics provides that a conflict situation can arise when an employee or officer takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee or officer, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees, officers and their family members by the Company may create conflicts of interest.

In addition, the Code of Business Conduct and Ethics provides that all related person transactions that meet the minimum threshold for disclosure in a proxy statement under the relevant SEC rules must be reported to and approved by the Audit Committee. Company officers and directors are required to bring promptly to the attention of our CFO or General Counsel any transaction or series of transactions that may result in a conflict of interest between that person and the Company. The Company CFO on a continuous basis, and annually, reviews with Company accounting personnel any situations that appear to have a conflict. Following any disclosure or discovery, our CFO or GC will then review with the Chairman of our Audit Committee the relevant facts disclosed by the officer or director in question or the uncovered situation. After this review, the Chairman of the Audit Committee and the CFO or GC determines whether the matter should be brought to the Audit Committee or the full Board of Directors for approval. In considering any such transaction, the Audit Committee or the Board of Directors, as the case may be, will consider various relevant factors, including, among others, the reasoning for the Company to engage in the transaction, whether the terms of the transaction are at arm’s length and the overall fairness of the transaction to the Company. If a member of the Audit Committee or the Board of Directors is involved in the transaction, he or she will not participate in any of the discussions or decisions about the transaction. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable.

Related Person Transactions

Periodically, the Company may make contributions to the Global Nerve Foundation (“GNF”), a related party, due to certain executives of the Company being members of GNF’s board of directors. Marc Began, the Company’s Executive Vice President and General Counsel, and Erick DeVinney, the Company’s Chief Innovation Officer, served on GNF’s board of directors during the year ended December 31, 2025. GNF was incorporated in 2021 exclusively for charitable, educational, and scientific purposes and qualifies under Internal Revenue Code 501(c)(3) as an exempt private foundation. Under its charter, GNF engages in activities that focus on improving the awareness and care of patients with peripheral nerve injuries through grants, contributions and other appropriate means. GNF is a separate legal entity and is not a subsidiary of the Company. On July 20, 2024, the Company entered into a Qualified Founding Partner Agreement (the “Agreement”) which grants certain benefits to the Company related to GNF's programming and marketing. The Agreement terminates on December 31, 2031. The Company may terminate the Agreement early by giving notice of termination between January 2 and January 31 in any calendar year; however, if the Company terminates the Agreement early, it will be required to make the next two payments per the payment schedule in a total amount not to exceed $100,000. Per the terms of the Agreement, the Company contributed $100,000 to GNF during the year ended December 31, 2025.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 1, 2026, by each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; each of our directors; each of our named executive officers and all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Except as otherwise noted, each shareholder named in the table has sole voting and investment power for the shares shown as beneficially owned by them, and such shares are not subject to any pledge. Shares of common stock underlying options held by a person that are currently exercisable, or exercisable within 60 days of April 1, 2026, and restricted stock units (“RSUs”) and performance stock units (“PSUs”) that may vest and settle within 60 days of April 1, 2026, are considered outstanding and to be beneficially owned by the person holding such option, RSU and/or PSU for purposes of computing such person’s percentage ownership but are not considered outstanding for the purpose of computing the percentage ownership of any such person. Percentage of ownership is based on 53,177,824 of common stock outstanding on April 1, 2026. Unless otherwise specified, the address of each beneficial owner is c/o Axogen, Inc., 13631 Progress Blvd., Suite 400 Alachua, FL 32615.



		Number of Shares
	Number of Shares	Underlying Options,
	Beneficially Owned	RSUs and PSUs
	(including shares	Currently Exercisable or
	reflected in the	Exercisable within 60 days	Percent of Shares
Name of Beneficial Owner	third column)	of April 1, 2026	Outstanding (%)
First Light Asset Management, LLC (1)	5,940,632	—	11.17	%
BlackRock, Inc. (2)	3,342,773	—	6.29	%
William Burke	100	—	*
John H. Johnson	57,697	57,697	*
Alan M. Levine	140,516	103,773	*
Paul Thomas	112,494	102,435	*
Joseph Tyndall	32,311	32,311	*
Kathy Weiler	21,825	21,825	*
Amy Wendell

SEC Form DEF 14A filed by Axogen Inc.