Axogen, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation (Tables)

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of stock-based compensation expense of consolidated statements

Stock-based compensation expense is included in the following line items on the accompanying Consolidated Statements of Operations for the periods presented:


	Years Ended December 31,
(in thousands)	2025		2024		2023
Costs of goods sold	$	3,680	$	1,752	$	796
Sales and marketing	6,361		3,175		2,982
Research and development	8,848		3,417		3,875
General and administrative	11,223		7,562		6,764
Total non-cash stock-based compensation	$	30,112	$	15,906	$	14,418

Schedule of weighted-average assumptions for options granted

The following weighted-average assumptions were used in the calculation of fair value for stock options granted for the periods presented:


	Years Ended December 31,
	2024		2023
Expected term (in years)	5.48		5.40
Expected volatility	65.60	%	59.32	%
Risk free interest rate	4.19	%	3.52	%
Expected dividends	—	%	—	%

The following weighted-average assumptions were used in calculation of fair value for PSUs granted using the Monte Carlo simulation pricing model for the periods presented:


	Years Ended December 31,
	2025		2024
Expected term (in years)	2.70		2.74
Expected volatility	63.20	%	65.31	%
Risk free interest rate	3.96	%	4.47	%
Expected dividends	—	%	—	%

The following are the weighted average assumptions used in the valuation of ESPP options for the periods presented:


	Years Ended December 31,
	2025	2024	2023
Expected term	0.5 years	0.5 years	0.5 years
Expected volatility	67.15%	70.20%	53.60%
Risk-free interest rate	4.27%	5.30%	5.10%
Expected dividends	—%	—%	—%

Schedule of stock option activity

The following table summarizes the Company’s stock option activity for the year ended December 31, 2025:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024	3,926,952	$	12.39	4.56	$	22,692

Forfeited	(640,711)	$	22.18
Exercised	(1,032,547)	$	9.21
Outstanding at December 31, 2025 (1)	2,253,694	$	11.06	4.31	$	49,122

Exercisable at December 31, 2025	1,828,546	$	11.64	4.09	$	38,848

__________

(1)The Company did not grant any options during the year ended December 31, 2025.

Schedule of stock unit activity

The following table summarizes the activity for RSUs for the year ended December 31, 2025:


	Outstanding Restricted Stock Units
	Restricted Stock Units	Weighted Average Fair Value at Date of Grant per Share		Weighted Average Remaining Vesting Life (Years)	Aggregate Intrinsic Value (in thousands)
Unvested at December 31, 2024	2,358,323	$	8.77	1.17	$	38,865
Granted (1)	1,456,396	$	16.58
Released	(927,792)	$	8.62
Forfeited (2)	(472,721)	$	9.33
Unvested at December 31, 2025	2,414,206	$	13.43	1.43	$	79,017

__________

(1)RSUs granted include 148,000 inducement shares in accordance with Nasdaq Listing Rule 5635(c)(4).

(2)RSUs forfeited include 150,000 inducement shares in accordance with Nasdaq Listing Rule 5635(c)(4).

The following table summarizes the activity for PSUs for the year ended December 31, 2025:


	Outstanding Performance Stock Units
	Performance Stock Units	Weighted Average Fair Value at Date of Grant per Share		Weighted Average Remaining Vesting Life (Years)	Aggregate Intrinsic Value (in thousands)
Unvested at December 31, 2024	2,962,292	$	9.84	1.64	$	48,819
Granted (1)	674,585	$	21.82
Released	(979,915)	$	10.71
Forfeited	(208,065)	$	13.16
Unvested at December 31, 2025	2,448,897	$	12.54	1.46	$	80,152
Vested and deferred (2)	550,787	$	8.27		$	18,027

__________

(1)PSUs granted include 58,000 inducement shares in accordance with Nasdaq Listing Rule 5635(c)(4).

(2)Represents PSUs tranches that vested based on achievement of performance metrics for the 2025, 2024 and 2023 performance periods. The related shares were released but deferred in accordance with the terms of the award agreements, with the release of shares occurring upon the earlier of termination of employment or the final vesting date of the full PSU award in February 2026.