Organogenesis (NASDAQ: ORGO) legal chief granted options, RSUs and settles taxes

Rhea-AI Filing Summary

Organogenesis Holdings Inc. executive Lori Freedman, Chief Administrative and Legal Officer, reported multiple equity awards. She received a stock option for 115,812 shares at $0 per share, vesting in equal annual installments over four years beginning February 15, 2026. She was also granted 203,125 restricted stock units under the 2018 Equity Incentive Plan, each convertible into one share of Class A common stock, vesting annually over four years from the same date. In addition, 42,780 shares of Class A common stock were issued upon vesting and settlement of a 2025 performance share award. A separate disposition of 14,267 shares at $3.84 per share was reported to cover tax obligations by delivering shares, leaving her with 1,023,355 Class A shares directly owned after these transactions.

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

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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^*

Freedman Lori

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Admin. and Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		A		203,125(1)	A	$0	994,842	D
Class A Common Stock	02/18/2026		A		42,780(2)	A	$0	1,037,622	D
Class A Common Stock	02/18/2026		F		14,267	D	$3.84	1,023,355	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
Stock Option (Right to Buy)	$3.84	02/18/2026		A		115,812		(3)	02/18/2036	Class A Common Stock	115,812	$0	115,812	D

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") under the Organogenesis Holdings Inc. ("Organogenesis") 2018 Equity Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of Organogenesis Class A common stock. The RSUs vest in equal annual installments over four years beginning February 15, 2026.

2. Shares issued pursuant to the vesting and settlement of a performance share award granted in 2025 based on the achievement of certain performance milestones.

3. The option becomes exercisable in equal annual installments over four years beginning February 15, 2026.

	/s/ William R. Kolb, Attorney-in-Fact	02/20/2026
	** 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 transactions did ORGO executive Lori Freedman report on this Form 4?

Lori Freedman reported equity awards and a tax-related share disposition. She received stock options, restricted stock units, and performance-based shares, and delivered 14,267 shares at $3.84 each to satisfy tax obligations tied to vesting.

How many Organogenesis (ORGO) stock options were granted to Lori Freedman?

She was granted a stock option covering 115,812 shares at an exercise price of $0.00. This option vests in equal annual installments over four years, beginning on February 15, 2026, aligning her compensation with long-term company performance.

What restricted stock unit (RSU) awards did Lori Freedman receive from ORGO?

She received 203,125 restricted stock units under the 2018 Equity Incentive Plan. Each RSU converts into one Class A share upon vesting, which occurs in equal annual installments over four years starting February 15, 2026, subject to continued service.

What is the significance of the 42,780 ORGO shares reported as acquired?

The 42,780 Class A shares were issued upon vesting and settlement of a performance share award granted in 2025. The number reflects achievement of specified performance milestones, turning the prior performance-based units into actual issued shares.

Why did Lori Freedman dispose of 14,267 ORGO shares at $3.84?

The 14,267-share disposition at $3.84 per share was reported under code F. This indicates shares were delivered to cover the exercise price or tax liabilities associated with equity awards, rather than an open-market sale for investment purposes.

How many Organogenesis (ORGO) Class A shares does Lori Freedman own after these transactions?

After these transactions, Lori Freedman directly owns 1,023,355 shares of Organogenesis Class A common stock. This figure reflects the net result of equity awards received and the shares delivered to satisfy related tax obligations on vesting.