Organogenesis (NASDAQ: ORGO) CEO disposes shares for tax withholding

Rhea-AI Filing Summary

Organogenesis Holdings Inc. President and CEO Gary S. Gillheeney reported several tax-related share dispositions of Class A Common Stock. On February 15, 2026, he delivered an aggregate of 271,406 shares at $3.73 per share to satisfy tax withholding obligations. Following these transactions, he directly owned 3,243,917 Class A Common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gillheeney Gary S.

(Last) (First) (Middle)

C/O ORGANOGENESIS HOLDINGS INC.

85 DAN ROAD

(Street)

CANTON MA 02021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ ORGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/15/2026		F		24,340	D	$3.73	3,490,983	D
Class A Common Stock	02/15/2026		F		78,646	D	$3.73	3,412,337	D
Class A Common Stock	02/15/2026		F		82,815	D	$3.73	3,329,522	D
Class A Common Stock	02/15/2026		F		85,605	D	$3.73	3,243,917	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Stacie S. Aarestad, Attorney-in-Fact	02/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ORGO’s CEO report on this Form 4?

Organogenesis CEO Gary S. Gillheeney reported multiple tax-withholding dispositions of Class A Common Stock on February 15, 2026. These were coded as “F” transactions, meaning shares were delivered to cover tax liabilities rather than sold in open-market trades.

How many Organogenesis (ORGO) shares did the CEO dispose of for taxes?

Gary S. Gillheeney disposed of a total of 271,406 shares of Organogenesis Class A Common Stock. The shares were delivered to satisfy tax withholding obligations, not as discretionary open-market sales, according to the Form 4 transaction code and description.

At what price were ORGO shares used for the CEO’s tax-withholding disposition?

The tax-withholding dispositions were reported at a transaction price of $3.73 per share. This price applies to each of the Form 4’s reported Class A Common Stock transactions executed on February 15, 2026, for Gary S. Gillheeney.

How many Organogenesis shares does the CEO own after these transactions?

After the reported tax-withholding dispositions, Gary S. Gillheeney directly owns 3,243,917 shares of Organogenesis Class A Common Stock. This post-transaction balance reflects all Form 4 entries dated February 15, 2026, and is reported as direct ownership.

Were the ORGO CEO’s Form 4 transactions open-market sales or tax withholdings?

The transactions were tax-withholding dispositions, not open-market sales. They are coded “F” on Form 4, with a description stating payment of exercise price or tax liability by delivering securities, indicating shares were used to cover tax obligations.

What is the significance of transaction code “F” in the ORGO CEO Form 4?

Transaction code “F” indicates shares were delivered to pay an exercise price or tax liability. For the Organogenesis CEO, this means the 271,406 shares reported were used to satisfy tax withholding, distinguishing them from voluntary buys or sells on the market.