Organogenesis (ORGO) VP granted RSUs and options, with shares withheld for taxes

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Form Type

Rhea-AI Filing Summary

Organogenesis Holdings Inc. vice president Antonio S. Montecalvo reported multiple equity compensation awards. On February 18, 2026, he received a stock option for 23,162 shares at an exercise price of $0.00 and restricted stock units for 40,625 shares and 11,218 shares of Class A common stock.

The RSUs were granted under the 2018 Equity Incentive Plan and vest in equal annual installments over four years beginning on February 15, 2026. The option also becomes exercisable in equal annual installments over four years beginning on the same date.

In connection with the vesting and settlement of a 2025 performance share award based on achievement of performance milestones, 3,741 Class A shares were disposed of at $3.84 per share to cover tax withholding, leaving Montecalvo with 226,163 Class A shares held directly.

Insider Trade Summary

Net Buyer: 48,102 shares

Net Buy 4 txns

Insider Montecalvo Antonio S.

Role Vice President, Health Policy

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	23,162	$0.00	$0.00
Grant/Award	Class A Common Stock	40,625	$0.00	$0.00
Grant/Award	Class A Common Stock	11,218	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	3,741	$3.84	$14K

Holdings After Transaction: Stock Option (Right to Buy) — 23,162 shares (Direct); Class A Common Stock — 226,163 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 insider transactions did ORGO executive Antonio S. Montecalvo report?

Antonio S. Montecalvo reported equity awards and a tax-related share disposal. He received new stock options and restricted stock units, and some shares were withheld to satisfy tax obligations tied to a performance share award that vested based on 2025 performance milestones.

How many Organogenesis (ORGO) stock options were granted to Antonio S. Montecalvo?

He was granted a stock option covering 23,162 shares of Organogenesis Class A common stock. The option has a $0.00 exercise price and becomes exercisable in four equal annual installments starting on February 15, 2026, subject to continued service and plan terms.

What RSU awards did Organogenesis (ORGO) grant Antonio S. Montecalvo?

He received restricted stock unit grants for 40,625 shares and 11,218 shares of Class A common stock. Each RSU converts into one share upon vesting, with vesting occurring in equal annual installments over four years beginning February 15, 2026, under the 2018 Equity Incentive Plan.

Why did Antonio S. Montecalvo dispose of ORGO shares in this Form 4?

He disposed of 3,741 shares of Class A common stock at $3.84 per share for tax withholding. The shares were withheld in connection with the vesting and settlement of a 2025 performance-based share award, rather than an open-market sale transaction.

How many ORGO shares does Antonio S. Montecalvo hold after these transactions?

Following the reported transactions, Montecalvo directly holds 226,163 shares of Organogenesis Class A common stock. This figure reflects the new grants, the vesting of performance shares, and the 3,741 shares withheld to cover associated tax liabilities.

When do Antonio S. Montecalvo’s Organogenesis (ORGO) equity awards vest?

The RSUs and stock option vest or become exercisable in equal annual installments over four years beginning on February 15, 2026. The performance share award referenced has already vested based on 2025 performance milestones, triggering share delivery and related tax withholding.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 05:26 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^*

Montecalvo Antonio 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Health Policy

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		40,625⁽¹⁾	A	$0	218,686	D
Class A Common Stock	02/18/2026		A		11,218⁽²⁾	A	$0	229,904	D
Class A Common Stock	02/18/2026		F		3,741	D	$3.84	226,163	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		23,162		⁽³⁾	02/18/2036	Class A Common Stock	23,162	$0	23,162	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