Axogen Inc

Burkecover

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 Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

AXOGEN, INC.

(Name of Registrant as Specified in its Charter)

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

cover letter

Dear Shareholder:

You are cordially invited to attend our 2025 Annual Meeting of Shareholders (the “Meeting”) of Axogen, Inc. (the “Company” or “Axogen”), which will be conducted via live audio webcast on Wednesday, June 18, 2025 beginning at 8:00 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/AXGN2025. 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 30, 2025. 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, 2024 (the "2024 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.

LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

Dear Fellow Shareholders,

It is my privilege to serve as Chairman of the Board of Axogen. Our commitment to you is to oversee the Company and guide it toward long-term success that reflects your interests. I am pleased to provide an update on Axogen’s continued progress and key initiatives. As part of our ongoing efforts to align our executive compensation and long-term incentive plans with shareholder interests and Axogen's future, we are seeking your support on two important management proposals at our upcoming annual meeting: our advisory vote on executive compensation (say-on-pay), and our proposed Axogen, Inc. Fourth Amended and Restated 2019 Long-Term Incentive Plan (the "A&R 2019 Plan").

As announced in August 2024, a significant step in our leadership evolution was the appointment of Mike Dale as our President and Chief Executive Officer. Over the past several months, Mike’s strategic vision and focus on execution have further solidified our direction, and we are confident in his leadership as we work to scale the business and realize Axogen’s full potential.

Building on this strengthened leadership, we have also made significant strides in bolstering our management team. In the last six months, we welcomed experienced leaders such as our new VPs of Healthcare Economics, Regulatory, and Operations. This builds upon the refreshing of other senior leadership roles with new talent over the past two years, ensuring we have the expertise and depth needed to execute our strategic objectives and support our mandate for growth. To continue this positive momentum and ensure we have the right leadership and expertise across all levels of the organization, it is imperative that we have the necessary tools to attract and retain high-caliber talent in a competitive market. This is a key driver behind our request for additional shares under the A&R 2019 Plan.

The past year has demonstrated tangible progress across our business. We delivered strong financial results in 2024, with full-year revenue reaching $187.3 million, a substantial 17.8% increase over 2023. We also saw improved profitability and a strengthened cash position. Operationally, a key achievement under Mike's leadership was the filing of our Biologic License Application ("BLA") for Avance® Nerve Graft in November 2024, with anticipated FDA approval in September 2025. Importantly, we have also seen a significant improvement in our total shareholder return since Mike’s appointment. Our share price on August 7, 2024 (the trading day prior to the announcement of Mike’s appointment) was $7.92, and as of market close on April 1, 2025, it had increased to $17.81, representing a substantial increase of approximately 125%. This positive momentum reflects the market's growing confidence in our strategy and execution.

The Compensation Committee remains steadfast in its commitment to aligning executive compensation with your interests and long-term value creation. A significant portion of executive compensation, including all equity granted to Mike in 2024, is performance-based, directly tied to key metrics like shareholder return and BLA approval. Furthermore, reflecting the valuable feedback we have received from you, half of the 2025 equity grants to the leadership team are now linked to rigorous 3-year revenue growth and relative total shareholder return. This three-year performance-based equity structure aligns with the strategic multi-year vision that management laid out at our Investor Day in March 2025, further incentivizing the team to achieve our long-term objectives.

As you consider your vote on the upcoming proposals, we would like to highlight:

•Strong and Growing Leadership Team: Under Mike's leadership, we have continued to strengthen our management team with key additions, ensuring we have the right talent to execute our strategic plan of scaling the business.*

•Financial Progress: Our 2024 results demonstrate strong revenue growth and a significant reduction in net loss. The Company is making progress towards becoming cash-flow positive and eventually profitable.*

•Key Milestones Achieved: The BLA filing for Avance is a major step forward, with anticipated approval in September 2025.*

•Directly Aligned Compensation: A significant portion of executive compensation for the CEO and named executive officers is directly linked to achieving key strategic and financial goals that drive long-term shareholder value.

•Commitment to Shareholder Engagement and Responsiveness to Feedback: The 2025 equity grants for the leadership team directly reflect the feedback we received from our shareholders, emphasizing long-term revenue growth and relative total shareholder return, consistent with our long-term strategic vision. And the 2024 equity grants to our CEO were 100% performance-based tied to total shareholder return and BLA approval.

•Effective Equity Stewardship: In a demonstration of responsible management, and to preserve shares within our equity plan, no equity was granted to the outgoing retiring CEO in 2024. This decision underscores our commitment to utilizing equity where it will most effectively drive future performance and align with shareholder value.

Securing and motivating top leadership is paramount to achieving our growth strategy and delivering long-term shareholder value. The proposed increase in shares under the A&R 2019 Plan, further detailed in Proposal 4, is a vital tool to effectively do so. Your support for this essential proposal will enable our continued progress.

Your Board remains optimistic about Axogen’s future and our ability to deliver meaningful value to patients, customers and shareholders alike. We encourage you to carefully review the proxy statement and vote in favor of the proposals outlined.

*Forward-Looking Information

This letter contains forward-looking statements (which are denoted by asterisks) that involve risks and uncertainties, as well as assumptions that if they don't materialize or prove incorrect, could cause Axogen’s results to differ materially from those expressed or implied by such forward-looking statements. Please review the “Risk Factors” section of Axogen’s 2024 Annual Report on Form 10-K for a description of the risks, uncertainties and assumptions associated with Axogen’s business and financial results. Axogen assumes no obligation to update any forward-looking statements or information.

2025 Annual Meeting of Shareholders

Notice of 2025 Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Meeting”) of Axogen, Inc. (the “Company”, “Axogen”, “we” or “our”) will be held virtually only on Wednesday, June 18, 2025 at 8:00 a.m. Eastern time. Shareholders may join the live audio webcast at www.virtualshareholdermeeting.com/AXGN2025. 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, 2025;

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;

4. To approve the Axogen, Inc. Fourth Amended and Restated 2019 Long-Term Incentive Plan (the "A&R 2019 Plan") to increase the number of shares authorized for issuance thereunder from 10,500,000 to 13,400,000;

5. To recommend, in a non-binding vote, the frequency of future non-binding shareholders' votes to approve the compensation of the Company’s named executive officers; and

6. 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/AXGN2025. 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 30, 2025. 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, 2024 (the "2024 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 23, 2025 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.

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 Tuesday June 17, 2025 (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/AXGN2025 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/AXGN2025.

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.