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Axogen, Inc.

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

AXGN$50.64+1.2%Stored close · as of Nov 9, 2026

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Contents

Exhibit Index

(b)Exhibits

The following exhibits are included in this Annual Report on Form 10-K or incorporated by reference in the Form 10-K.

Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
3.1Amended and Restated Articles of Incorporation of Axogen, Inc.November 6, 2019, Form 10-Q, Exhibit 3.1
3.2Axogen, Inc. Amended and Restated Bylaws dated as of August 15, 2023March 5, 2024, Form 10-K, Exhibit 3.2
†10.2.1Amended and Restated Standard Exclusive License Agreement with Sublicensing Terms, dated as of February 21, 2006, by and between Axogen Corporation and the University of Florida Research Foundation, Inc.October 6, 2011, Form 8-K, Exhibit 10.2
10.2.2Second Amendment to the Amended and Restated Standard Exclusive License Agreement No. A5140, effective as of July 5, 2016, by and between Axogen Corporation and the University of Florida Research Foundation, Inc.July 11, 2016, Form 8-K, Exhibit 10.2.1
10.2.3Third Amendment to the Amended and Restated Standard Exclusive License Agreement No. A5140 effective as of October 19, 2021, by and between AxoGen, Inc. and the University of Florida Research Foundation, Inc.March 14, 2023, Form 10-K Exhibit 10.2.3
Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
*10.3Sid Martin Biotechnology Development Institute Incubator License Agreement, dated as of September 26, 2006, by and between Axogen, Inc. and the University of Florida Research Foundation, Inc.October 6, 2011, Form 8-K, Exhibit 10.3
†10.4.1Amended and Restated Nerve Tissue Processing Agreement, dated as of February 27, 2008, by and between Axogen Corporation and LifeNet HealthOctober 6, 2011, Form 8-K, Exhibit 10.4.1
†10.4.2Second Amendment to Amended and Restated Nerve Tissue Processing Agreement, dated as of August 9, 2011, by and between Axogen Corporation and LifeNet HealthOctober 6, 2011, Form 8-K , Exhibit 10.4.2
†10.5.1Distribution Agreement, dated as of August 27, 2008, by and between Axogen, Inc. and Cook Biotech IncorporatedOctober 6, 2011, Form 8-K , Exhibit 10.5
10.5.2Amendment No. 1 to Distribution Agreement, dated as of February 24, 2012, by and between Axogen, Inc. and Cook Biotech IncorporatedMarch 15, 2012, Form 10-K, Exhibit 10.5.2
10.5.3Amendment No. 2 to Distribution Agreement, dated as of February 26, 2018, by and between Axogen, Inc. and Cook Biotech IncorporatedMarch 1, 2017, Form 10-K, Exhibit 10.5.3
10.5.4Amendment No. 3 to Distribution Agreement, dated as of August 4, 2023, by and between Axogen, Inc. and Cook Biotech IncorporatedAugust 8, 2023, Form 10-Q, Exhibit 10.3.3
10.6.1Lease dated as of February 6, 2007, by and between Axogen Corporation and WIGSHAW, LLCNovember 14, 2011, Form 10-Q, Exhibit 10.10
10.6.2Amendment dated February 27, 2012 to lease dated as of February 6, 2007, by and between Axogen Corporation and WIGSHAW, LLC, its successors and assignsMarch 15, 2012, Form 10-K, Exhibit 10.23
10.6.3Second Amendment to Lease, dated as of February 27, 2013 to lease dated as of February 6, 2007, by and between Axogen Corporation and SNH Medical Office Properties TrustMarch 12, 2013, Form 10-K, Exhibit 10.23
10.6.4Third Amendment to Lease, dated November 12, 2013 to lease dated as of February 6, 2007, by and between Axogen Corporation and SNH Medical Office Properties TrustMarch 6, 2014, Form 10-K, Exhibit 10.10.3
10.6.5Fourth Amendment to Lease, dated as of March 16, 2016, by and between Axogen Corporation and SNH Medical Office Properties TrustMarch 18, 2016, Form 8-K, Exhibit 10.10.4
10.6.6Fifth Amendment to Lease, dated as of November 30, 2020, by and between AxoGen Corporation and SNH Medical Office Properties TrustDecember 4, 2020, Form 8-K, Exhibit 10.9.5
10.6.7Sixth Amendment to Lease, dated as of July 13, 2021, by and between Axogen Corporation and Ology Bioservices Holdings, LLCJuly 16, 2021, Form 8-K, Exhibit 10.2
10.6.8Current Premises Election Notice, dated as of April 10, 2018, by and between Axogen Corporation and SNH Medical Office Properties TrustApril 13, 2018, Form 8-K, Exhibit 10.1
10.6.9Letter Agreement effective September 20, 2018 by between Axogen Corporation and SNH Medical Office Properties TrustSeptember 21, 2018, Form 8-K, Exhibit 10.1
*10.7Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of March 23, 2016April 8, 2016, Definitive Proxy Statement, Appendix A
*10.8.1Form of Employee Incentive Stock Option AgreementSeptember 26, 2007, Form 8-K, Exhibit 99.2
*10.8.2Amended Form of Employee Incentive Stock Option Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of March 23, 2016March 1, 2017, Form 10-K, Exhibit 10.10.2
10.9.1Commercial Lease, dated April 21, 2015, by and between Axogen Corporation and Ja-Cole, L.P.April 22, 2015, Form 8-K, Exhibit 10.1
10.9.2Addendum to Commercial Lease, dated April 21, 2015 by and between Axogen Corporation and Ja-Cole, L.P.April 22, 2015, Form 8-K, Exhibit 10.2
Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
10.9.3Commercial Lease Amendment 2, dated as of October 25, 2016, by and between Axogen Corporation and Ja-Cole L.P.October 31, 2016, Form 8-K, Exhibit 10.2.1
10.9.4Commercial Lease Amendment 3, dated November 21, 2018 by and between Ja-Cole L.P. and Axogen CorporationNovember 26, 2018, Form 8-K, Exhibit 10.1
10.9.5Commercial Lease Amendment 4, dated March 12, 2019, by and between Ja-Cole L.P. and Axogen CorporationMay 8, 2019, Form 10-Q, Exhibit 10.1
10.9.6Commercial Lease Amendment, dated as of January 27, 2022, by and between Ja-Cole L.P. and Axogen CorporationJanuary 31, 2022, Form 8-K, Exhibit 10.1
10.9.7Commercial Lease Amendment 6, dated March 10, 2023, by and between Ja-Cole L.P. and Axogen, IncMarch 5, 2024, Form 10-K, Exhibit 10.9.7
10.9.8Commercial Lease Amendment, dated May 9, 2023, by and between Ja-Cole L.P. and Axogen, IncMarch 5, 2024, Form 10-K, Exhibit 10.9.8
10.10.1License and Services Agreement, dated as of August 6, 2015, by and between Axogen Corporation and Community Blood Center (d/b/a Community Tissue Services)November 5, 2015, Form 10-Q, Exhibit 10.3
10.10.2Fourth Amendment to License and Services Agreement, dated as of February 22, 2019, by and between Axogen Corporation and Community Blood Center (d/b/a Community Tissue Services)February 26, 2019, Form 10-K, Exhibit 10.13.1
10.10.3Seventh Amendment to License and Services Agreement, dated as of February 22, 2021, by and between Axogen Corporation and Community Blood Center (d/b/a Community Tissue Services)February 26, 2021, Form 8-K, Exhibit 10.1
10.10.4Eighth Amendment to License and Services Agreement, dated as of August 22, 2022, by and between Axogen Corporation and Community Blood Center (d/b/a Community Tissue Services)August 25, 2022, Form 8-K, Exhibit 10.2
10.10.5Ninth Amendment to License and Services Agreement, dated as of December 21, 2023, by and between Axogen Corporation and Community Blood Center (d/b/a Community Tissue Services)March 5, 2024, Form 10-K, Exhibit 10.10.5
10.11Form of Non-Incentive Stock Option Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of March 23, 2016March 1, 2017, Form 10-K, Exhibit 10.22
*†10.12Form of Performance Stock Unit Award Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of May 26, 2016March 1, 2017, Form 10-K, Exhibit 10.23
*10.13Form of 2018 Performance Stock Unit Award Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of March 23, 2016March 1, 2018, Form 10-K, Exhibit 10.26
*10.14Form of Restricted Stock Unit Award Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of March 23, 2016March 1, 2017, Form 10-K, Exhibit 10.28
10.15Current Premises Election Notice, dated as of April 10, 2018, by and between Axogen Corporation and SNH Medical Office Properties TrustApril 13, 2018, Form 8-K, Exhibit 10.1
10.16Letter Agreement effective September 20, 2018 by between Axogen Corporation and SNH Medical Office Properties TrustSeptember 21, 2018, Form 8-K, Exhibit 10.1
10.17.1Office Lease dated September 20, 2018 by and between Axogen, Inc., Axogen Corporation and Heights Union, LLCSeptember 21, 2018, Form 8-K, Exhibit 10.2
10.17.2First Amendment to Office Lease, dated as of July 12, 2021, by and among Axogen, Inc., Axogen Corporation, and Heights Union I, LLCJuly 16, 2021, Form 8-K, Exhibit 10.1
*10.18Form of Incentive Stock Option Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of October 29, 2018October 29, 2018, Form 8-K, Exhibit 10.3
Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
*10.19Form of Restricted Stock Unit Award Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of October 29, 2018October 29, 2018, Form 8-K, Exhibit 10.4
10.2Axogen, Inc. 2017 Employee Stock Purchase PlanApril 7, 2017, Definitive Proxy Statement, Appendix B
10.21.1Lease, dated November 19, 2018 by and between SNH Medical Office Properties Trust and Axogen CorporationNovember 26, 2018, Form 8-K, Exhibit 10.3
10.21.2First Amendment to Lease dated as of November 19, 2018 by and between SNH Medical Office Properties Trust and Axogen CorporationNovember 26, 2018, Form 8-K, Exhibit 10.4
10.21.3Second Amendment to Lease dated as of January 1, 2023 by and between SNH Medical Office Properties Trust and Axogen CorporationMarch 14, 2023, Form 10-K, Exhibit 10.25.3
*10.22Form of Performance Stock Unit Award Agreement pursuant to the Axogen, Inc. 2010 Stock Incentive Plan, as amended and restated as of April 5, 2017February 26, 2019, Form 10-K, Exhibit 10.47
10.23Standard Form of Agreement Between Owner and Design-Builder, dated as of July 9, 2019, by and between Axogen Corporation and CRB Builders, LLCJuly 9, 2019, Form 8-K, Exhibit 10.1
*10.24Axogen Inc. 2019 Long-Term Incentive Plan and forms of award notices and agreements thereunderNovember 6, 2019, Form 10-Q, Exhibit 10.2
††10.25.1Nerve End Cap Supply Agreement, dated June 27, 2017, by and between Cook Biotech Incorporated and Axogen CorporationFebruary 24, 2020, Form 10-K, Exhibit 10.51
10.25.2First Amendment to Nerve End Cap Supply Agreement, dated April 6, 2020, by and between Cook Biotech Incorporated and AxoGen CorporationMarch 14, 2023, Form 10-K, Exhibit 10.25.3
10.25.3Second Amendment to Nerve End Cap Supply dated August 4, 2023, by and between Cook Biotech Incorporated and Axogen CorporationAugust 8, 2023, Form 10-Q, Exhibit 10.2.2
10.26.1Term Loan Agreement, dated June 30, 2020, among Axogen, Inc., Axogen Corporation, AxoGen Processing Corporation, TPC Investments II LP and Argo SA LLCJuly 1, 2020, Form 8-K, Exhibit 10.1
10.26.2Amendment No. 1 to the Term Loan Agreement, dated June 29, 2023, by and between Axogen, Inc., Axogen Corporation, AxoGen Processing Corporation, TPC Investments II LP, and Argo SA LLCJune 30, 2023, Form 8-K, Exhibit 10.1
10.27Security Agreement, dated June 30, 2020, among Axogen, Inc., Axogen Corporation, AxoGen Processing Corporation, and Argo SA LLCJuly 1, 2020, Form 8-K, Exhibit 10.2
10.28Revenue Participation Agreement, dated June 30, 2020, between Axogen, Inc. and Argo SA LLCJuly 1, 2020, Form 8-K, Exhibit 10.3
10.29Option Agreement, dated June 30, 2020, between Axogen, Inc. and TPC Investments II LPJuly 1, 2020, Form 8-K, Exhibit 10.4
*10.30Amended and Restated Employment Agreement, dated November 1, 2020, by and between Axogen Corporation and Karen ZaderejOctober 29, 2020, Form 8-K, Exhibit 10.1
*10.31Employment Agreement, dated December 4, 2023, by and between Axogen Corporation and Nir NaorDecember 6, 2023, Form 8-K, Exhibit 10.1
10.32.1Commercial Lease, dated October 1, 2020, by and between Axogen Corporation and Ja-Cole, L.P.October 30, 2020, Form 10-Q, Exhibit 10.1
10.32.2First Amendment to Lease Agreement dated as of August 22, 2022, by and between Axogen Corporation and Ja-Cole, L.P.August 25, 2022, Form 8-K, Exhibit 10.1
*10.33Axogen, Inc. Amended and Restated 2019 Long-Term Incentive PlanMarch 31, 2021, Definitive Proxy Statement, Appendix A
*10.34Form of Performance-Based Restricted Stock Units Notice and Performance-Based Restricted Stock Units Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive PlanApril 1, 2022, Form 8-K, Exhibit 10.1
Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
*10.35Form of Restricted Stock Units Notice and Restricted Stock Units Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive PlanApril 1, 2022, Form 8-K, Exhibit 10.2
*10.36Form of Incentive Stock Options Notice and Incentive Stock Option Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive PlanApril 1, 2022, Form 8-K, Exhibit 10.3
*10.37Form of Premium Incentive Stock Options Notice and Premium Incentive Stock Option Agreement under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive PlanApril 1, 2022, Form 8-K, Exhibit 10.4
*10.38Axogen, Inc. Second Amended and Restated 2019 Long-Term Incentive PlanApril 14, 2022, Definitive Proxy Statement, Appendix A
10.39Axoguard HA+ Nerve Protector Supply and Manufacturing Agreement, dated May 2, 2023, by and between Cook Biotech Incorporated and Axogen CorporationMarch 5, 2024, Form 10-K, Exhibit 10.51
*10.41Form of Restricted Stock Unit Agreement under the Axogen, Inc. Inducement Equity Incentive PlanMarch 5, 2024, Form 10-K, Exhibit 10.53
*†††10.42Form of Performance-Based Restricted Stock Units Notice Under the Axogen Inc. Amended and Restated 2019 Long-Term Incentive Plan (TSR)March 5, 2024, Form 10-K, Exhibit 10.54
*†††10.43Form of Performance-Based Restricted Stock Units Notice Under the Axogen Inc. Amended and Restated 2019 Long-Term Incentive Plan (Performance Goal)March 5, 2024, Form 10-K, Exhibit 10.55
*10.44.1Employment Agreement, dated February 27, 2023, by and between Axogen Corporation and Marc BeganMarch 5, 2024, Form 10-K, Exhibit 10.56
*10.44.2Amendment No. 1 to Executive Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Marc BeganMarch 5, 2024, Form 10-K, Exhibit 10.57
*10.45Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated February 27, 2024, by and between Axogen Corporation and Marc BeganMarch 5, 2024, Form 10-K, Exhibit 10.58
*10.46.1Employment Agreement, dated February 13, 2023, by and between Axogen Corporation and Jens KempMarch 5, 2024, Form 10-K, Exhibit 10.59
*10.46.2Amendment No. 1 to Executive Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Jens KempMarch 5, 2024, Form 10-K, Exhibit 10.60
*10.47Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated February 27, 2024, by and between Axogen Corporation and Jens KempMarch 5, 2024, Form 10-K, Exhibit 10.61
*10.48.1Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Erick DeVinneyMarch 5, 2024, Form 10-K, Exhibit 10.62
*10.48.2Amendment No. 1 to Executive Employment Agreement, dated February 27, 2024, by and between Axogen Corporation and Erick DeVinneyMarch 5, 2024, Form 10-K, Exhibit 10.63
*10.49Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated February 27, 2024, by and between Axogen Corporation and Erick DeVinneyMarch 5, 2024, Form 10-K, Exhibit 10.64
*10.50Transition and Separation Agreement, dated January 4, 2024, between the Company and Karen ZaderejJanuary 4, 2024, Form 8-K, Exhibit 10.1
*10.51Executive Employment Agreement, dated August 9, 2024, between the Company and Michael DaleAugust 9, 2024, Form 8-K, Exhibit 10.1
Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
*10.52Axogen, Inc. Performance-Based Restricted Stock Units Notice Inducement Award Agreement, effective as of August 9, 2024, by and between the Company and Michael Dale (TSR)August 9, 2024, Form 8-K, Exhibit 10.2
*10.53Axogen, Inc. Performance-Based Restricted Stock Units Notice Inducement Award Agreement, effective as of August 9, 2024, by and between the Company and Michael Dale (Performance)August 9, 2024, Form 8-K, Exhibit 10.3
*10.54Axogen, Inc. Third Amended and Restated 2019 Long-Term Incentive PlanApril 24, 2024, Definitive Proxy Statement, Appendix A
*10.55Axogen, Inc. Fourth Amended and Restated 2019 Long-Term Incentive PlanApril 30, 2025, Definitive Proxy Statement, Appendix A
*10.56Separation Agreement, dated May 7, 2025, by and between Axogen Corporation and Nir NaorMay 8, 2025, Form 8-K, Exhibit 10.1
*10.57Employment Agreement, dated May 7, 2025, by and between Axogen Corporation and Lindsey HartleyMay 8, 2025, Form 8-K, Exhibit 10.2
*10.58Amended and Restated Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement, dated December 5, 2025, by and between Axogen Corporation and Lindsey HartleyDecember 5, 2025, Form 8-K, Exhibit 10.2
*†10.59Form of 2025 Performance Stock Unit Award Agreement pursuant to the Axogen, Inc. 2019 Stock Incentive Plan, as amended and restated as of March 27, 2024May 8, 2025, Form 10-Q, Exhibit 10.1
*10.60Form of 2025 Restricted Stock Unit Award Agreement pursuant to the Axogen, Inc. 2019 Stock Incentive Plan, as amended and restated as of March 27, 2024May 8, 2025, Form 10-Q, Exhibit 10.2
21.1Subsidiaries of the Registrant.Filed herewith
23.1Consent of Deloitte & Touche, LLPFiled herewith
24.1Power of AttorneyIncluded on signature page
31.1Certification of Principal Executive OfficerFiled herewith
31.2Certification of Principal Financial OfficerFiled herewith
32.1Chief Executive Officer and Chief Financial Officer Certifications pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
101Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-KFiled herewith
101.INSXBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentFiled herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
101.LABInline XBRL Extension Labels LinkbaseFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
Exhibit NumberDescriptionFilings Referenced for Incorporation by Reference
104Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document SetFiled herewith
*Management contract or compensatory plan or arrangement.
†Confidential treatment has been granted for portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The confidential portions have been deleted and filed separately with the U.S. Securities and Exchange Commission.
††Confidential treatment has been requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
†††Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because the information is not material and is the type of information that the Company treats as private or confidential. The Company agrees to furnish an unredacted copy of this exhibit on a supplemental basis to the SEC or its staff upon request.
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