Organogenesis (ORGO) CEO receives major RSU and stock option grants

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Rhea-AI Filing Summary

Organogenesis Holdings Inc. reported that President and CEO Gary S. Gillheeney received equity awards and related share settlements. He was granted 890,625 restricted stock units that vest in equal annual installments over four years beginning February 15, 2026. He also received 186,968 shares of Class A common stock upon vesting and settlement of a 2025 performance share award tied to performance milestones. To cover tax obligations, 90,398 shares were disposed of at $3.84 per share. In addition, he was granted stock options for 507,795 shares, which become exercisable in equal annual installments over four years beginning February 15, 2026, bringing his directly held Class A shares to 4,231,112 and option holdings to 507,795.

Insider Trade Summary

Net Buyer: 987,195 shares

Net Buy 4 txns

Insider Gillheeney Gary S.

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	507,795	$0.00	$0.00
Grant/Award	Class A Common Stock	890,625	$0.00	$0.00
Grant/Award	Class A Common Stock	186,968	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	90,398	$3.84	$347K

Holdings After Transaction: Stock Option (Right to Buy) — 507,795 shares (Direct); Class A Common Stock — 4,231,112 shares (Direct)

Footnotes (3)

F1. 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.
F2. Shares issued pursuant to the vesting and settlement of a performance share award granted in 2025 based on the achievement of certain performance milestones.
F3. The option becomes exercisable in equal annual installments over four years beginning February 15, 2026.

FAQ

What equity awards did Organogenesis (ORGO) CEO Gary Gillheeney receive?

Gary Gillheeney received 890,625 restricted stock units and 507,795 stock options. The RSUs and options both vest in equal annual installments over four years beginning on February 15, 2026, aligning his compensation with longer-term company performance.

How many Organogenesis (ORGO) shares did the CEO receive from performance awards?

He received 186,968 shares of Class A common stock from a 2025 performance share award. These shares were issued upon vesting and settlement, based on achieving specified performance milestones under the company’s equity incentive arrangements.

Why did the Organogenesis (ORGO) CEO dispose of 90,398 shares?

The 90,398 shares were disposed of to satisfy tax obligations associated with equity vesting. The filing describes this as a tax-withholding disposition, with the shares valued at $3.84 per share for this purpose rather than as an open-market sale.

When do Gary Gillheeney’s new Organogenesis (ORGO) RSUs vest?

The 890,625 restricted stock units vest in four equal annual installments. Vesting begins on February 15, 2026, meaning one-quarter of the units convert into Class A common shares each year over the four-year period.

When do the new Organogenesis (ORGO) stock options granted to the CEO become exercisable?

The 507,795 stock options become exercisable in equal annual installments over four years. The first installment vests on February 15, 2026, with additional installments vesting on each of the next three yearly anniversaries.

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

After the reported transactions, Gary Gillheeney directly holds 4,231,112 shares of Class A common stock. He also directly holds stock options covering 507,795 shares, which will become exercisable over four years starting February 15, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 05:27 PM

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

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)
02/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/18/2026		A		890,625⁽¹⁾	A	$0	4,134,542	D
Class A Common Stock	02/18/2026		A		186,968⁽²⁾	A	$0	4,321,510	D
Class A Common Stock	02/18/2026		F		90,398	D	$3.84	4,231,112	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.84	02/18/2026		A		507,795		⁽³⁾	02/18/2036	Class A Common Stock	507,795	$0	507,795	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.

Source: View Original Filing on SEC EDGAR